Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by either Buyer and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breach; (i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date; (c) by mutual consent of Buyer and Acquisition and Seller and the Company; or (d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Termination Events. This Agreement may, by written notice given to the Seller or the Buyer, as applicable, prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition (i) the Buyer, if any representation or warranty made by the Seller and or any Member is inaccurate in any material respect or the Company if a material Breach of Seller or any provision of Member has breached any covenant or agreement in this Agreement has been committed in any material respect or (ii) the Seller, if any representation or warranty made by the other party and such Breach Buyer is inaccurate in any material respect or the Buyer has not been cured breached any covenant or waived within ten (10) days of the date of notification of such Breachagreement in this Agreement in any material respect;
(b) by (i) by Buyer and Acquisition the Buyer, if any of the conditions condition in Section 7 7.1 (other than the condition set forth in Section 7.1(d)) has not been satisfied as of the Closing Date or waived in writing by April 29, 2011 or if satisfaction of any such a condition is or becomes impossible (in either case, for reasons other than through the failure of the Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanySeller, if any of the conditions condition in Section 8 7.2 (or condition set forth in Section 7.1(d)) has not been satisfied of the Closing Date or waived in writing by April 29, 2011 or if satisfaction of any such a condition is or becomes impossible (in either case, for reasons other than through the failure of the Seller and the Company or any Member to comply with their such Party’s obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive); provided, however, that if this Agreement is terminated by a party because of a breach of either the Agreement by Buyer or the Seller notifies the other party Party in writing that it is exercising its termination right pursuant to this Section 8.1(b) on or because one or more of before May 9, 2011, the conditions non-terminating Party shall pay $250,000 in cash to the terminating party's obligations is not satisfied as a result Party within 30 days of demand therefor and such payment shall be the exclusive remedy of the terminating Party under this Agreement;
(c) by (i) the Buyer, if any condition in Section 7.1 has not been satisfied or waived in writing by September 7, 2011 or if satisfaction of any such condition is or becomes impossible (in either case, for reasons other party's than the failure of the Buyer to comply with its obligations under this Agreement) or (ii) the Seller, if any condition in Section 7.2 has not been satisfied or waived in writing by September 7, 2011 or if satisfaction of any such condition is or becomes impossible (in either case, for reasons other than the terminating party's right failure of the Seller or any Member to pursue all legal remedies will survive comply with such termination unimpairedParty’s obligations under this Agreement); or
(d) by mutual consent of the Buyer and the Seller.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at may be terminated and the Closing, ------------------ transactions contemplated hereby may be terminatedabandoned:
(a) at any time, by the mutual written agreement of Buyer and Seller;
(b) by either Buyer and Acquisition or Seller and Seller, upon written notice to the Company other, at any time, if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured is in breach or waived within ten (10) days default of the date of notification of such Breach;
(i) by Buyer and Acquisition its respective covenants, agreements, or other obligations herein or in any Transaction Document, or if any of the conditions its representations herein or in Section 7 any Transaction Document are not true and accurate in all material respects when made or when otherwise required by this Agreement or any Transaction Document to be true and accurate in all material respects, and such breach, default or failure is not cured within 30 days of receipt of notice that such breach, default or failure exists or has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Dateoccurred;
(c) by mutual consent either Buyer or Seller upon written notice to the other, if Closing shall not have occurred by the Outside Closing Date for any reason other than a breach or default by such party of Buyer its respective covenants, agreements, or other obligations hereunder, or any of its representations herein not being true and Acquisition accurate in all material respects when made or when otherwise required by this Agreement to be true and Seller and the Company; oraccurate in all material respects;
(d) by either Buyer and Acquisition or Seller and Seller, upon written notice to the Company other, if the Closing has not occurred by July 31, 1998;
(other than through e) by Buyer upon written notice to Seller, if the failure of Asset Exchange Agreement is terminated for any party seeking reason and if Cable One, Inc. has not been required by TWEAN to terminate assign this Agreement to comply fully TWEAN or its designee in accordance with its Section 11.6, provided, that any such termination shall not affect TWEAN's obligations under this Agreementthe Performance Agreement to consummate the transactions contemplated hereby; or
(f) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedotherwise provided herein.
Appears in 1 contract
Termination Events. This Agreement maycan, by notice given prior to before or at the Closing, be terminated:
(a) by By either Buyer and Acquisition or Seller and Party, if the Company if other has committed a material Breach of any provision of this Agreement has been committed by Agreement, and the other party and such Breach has not been cured or waived within and that Party was not in material Breach of this Agreement prior to the Breach that is forming the basis for the proposed termination; PROVIDED, HOWEVER, that the Party that has committed a material Breach will have ten (10) days Business Days after receipt of notice from the date other Party of notification of its intention to terminate this Agreement pursuant to this Section 8.1(a) to cure such BreachBreach before the other Party may so terminate this Agreement;
(ib) by Buyer and Acquisition By the Buyer, if any of the conditions condition in Section 7 6 has not been satisfied as of the Closing Date on or before June 1, 2001 or if satisfaction of such a the condition is or becomes impossible (other than through the Buyer's failure of Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by By the Sellers, if any condition in Section 7 has not been satisfied on or before June 1, 2001, or if satisfaction of a condition is or becomes impossible (other than through the Sellers' failure to comply with their obligations under this Agreement) and the Sellers have not waived the condition on or before the Closing Date;
(d) By mutual consent of the Buyer and Acquisition and Seller and the CompanySellers; or
(de) by By either the Buyer and Acquisition or Seller and the Company Sellers if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30June 1, 19982001, or such any later date as the parties may Parties agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedon.
Appears in 1 contract
Sources: Equity Purchase Agreement (Miracor Diagnostics Inc)
Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Purchaser if (i) there is a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured covenant or waived within ten (10) days obligation of the date Company or the Selling Stockholder, or (ii) the Purchaser reasonably determines that the timely satisfaction of notification any condition set forth in Section 6 has become impossible or impractical (other than as a result of such Breachany failure on the part of the Purchaser comply with or perform its covenants and obligations under this Agreement);
(b) by the Selling Stockholder if (i) by Buyer and Acquisition if there is a material Breach of any covenant or obligation of the conditions Purchaser, or (ii) the Selling Stockholder reasonably determines that the timely satisfaction of any condition set forth in Section 7 has not been satisfied as of the Closing Date become impossible or if satisfaction of such a condition is or becomes impossible impractical (other than through as a result of any failure on the failure part of Buyer the Company or the Selling Stockholder to comply with its obligations under or perform any covenant or obligation set forth in this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date);
(c) by mutual consent the Purchaser if the Closing has not taken place on or before December 31, 2007 and any of Buyer and Acquisition and Seller and the Company; orconditions set forth in Section 6 are not satisfied on December 31, 2007, unless any such condition has been waived in writing by the Purchaser;
(d) by either Buyer and Acquisition or Seller and the Company Selling Stockholder if the Closing has not occurred taken place on or before December 31, 2007 and any of the conditions set forth in Section 7 are not satisfied on December 31, 2007, unless any such condition has been waived in writing by the Selling Stockholder;
(e) by the Purchaser if the Closing has not taken place on or before March 31, 2008 (other than through the failure as a result of any party seeking to terminate this Agreement failure on the part of the Purchaser to comply fully with or perform its covenants and obligations under this Agreement);
(f) by the Selling Stockholder if the Closing has not taken place on or before September 30March 31, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any 2008 (other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied than as a result of the other party's failure on the part of the Company or the Selling Stockholder to comply with its obligations under or perform any covenant or obligation set forth in this Agreement, ); or
(g) by the terminating party's right to pursue all legal remedies will survive such termination unimpairedmutual consent of the Purchaser and the Selling Stockholder.
Appears in 1 contract
Termination Events. This Agreement may, by notice given at or prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement (other than a Breach of a representation and warranty that would not be likely to result in a Material Adverse Effect) has been committed by the other party Party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(i) by Buyer and Acquisition if any of the conditions set forth in Section Article 7 has have not been satisfied as of the Proposed Closing Date or any subsequently agreed upon Closing Date or if satisfaction of any such a condition conditions is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived any such condition on or before the Proposed Closing Date or any subsequently agreed upon Closing Date; or (ii) by Seller and the CompanySeller, if any of the conditions set forth in Section Article 8 has have not been satisfied as of the Proposed Closing Date or any subsequently agreed upon Closing Date or if satisfaction of any such a condition conditions is or becomes impossible (other than through the failure of Seller and the Company to comply with their its obligations under this Agreement) and Seller has not waived any such condition on or before the Proposed Closing Date or any subsequently agreed upon Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the CompanySeller; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as by 30 days after the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedProposed Closing Date.
Appears in 1 contract
Termination Events. This Agreement may, by written notice given to Culligan Parent or Primo Parent, as applicable, prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition (i) Primo Parent, if any representation or Seller and the Company if a warranty made by any Culligan Party is inaccurate in any material Breach of respect or any provision of Culligan Party has breached any covenant or agreement in this Agreement has been committed by the other party in any material respect and such Breach has inaccuracy or breach is not been cured or waived within ten (10) 10 days following receipt of the date of notification notice of such Breachinaccuracy or breach, or (ii) Culligan Parent, if any representation or warranty made by any Primo Party is inaccurate in any material respect or any Primo Party has breached any covenant or agreement in this Agreement in any material respect and such inaccuracy or breach is not cured within 10 days following receipt of notice of such inaccuracy or breach;
(b) by (i) by Buyer and Acquisition Primo Parent, if any of the conditions condition in Section 7 6.1 has not been satisfied as of the Closing Date or waived in writing by December 31, 2010, or if satisfaction of any such a condition is or becomes impossible (in either case, for reasons other than through the failure of Buyer any Primo Party to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanyCulligan Parent, if any of the conditions condition in Section 8 6.2 has not been satisfied of the Closing Date or waived in writing by December 31, 2010 or if satisfaction of any such a condition is or becomes impossible (in either case, for reasons other than through the failure of Seller and the Company any Culligan Party to comply with their such Party’s obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date);
(c) by mutual consent of Buyer Primo Parent and Acquisition and Seller and the CompanyCulligan Parent; or
(d) by either Buyer and Acquisition or Seller and the Company Culligan Parent, if the Closing Primo Parent has not occurred (other than through filed the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later amended Form S-1 contemplated by Section 5.11 by 30 days after the date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations set forth in Section 11.1 and 11.3 will survive5.11; provided, however, that Culligan Parent may not exercise its rights under this Section 7.1(d) if this Agreement (i) any representation or warranty made by any Culligan Party is terminated by a party because of a breach of the Agreement by the other party inaccurate in any material respect or because one or more of the conditions to the terminating party's obligations is (ii) any Culligan Party has not satisfied as a result of the other party's failure to comply complied (A) in all respects with its obligations under Section 5.9 or (B) in all material respects with its other obligations and covenants under this AgreementAgreement to be performed as of such date; or
(e) by Primo Parent, within 3 Business Days of the terminating party's right to pursue Delivery Date, if the Sellers have not complied in all legal remedies will survive such termination unimpairedrespects with Section 5.12.
Appears in 1 contract
Termination Events. This The Lessor and the Lessee agree that it is a fundamental term and condition of this Agreement maythat none of the following events shall occur at any time after the date of this Agreement, and that the occurrence of any of the following events shall constitute a repudiation of this Agreement by notice given prior to or at the Closing, be terminatedLessee:
(a) any Primary Obligor fails to pay any amount due to the Lessor or any agent or trustee for the account of the Lessor under this Agreement or any other Lease Document on the due date and such default is not remedied within five (5) Houston Business Days after the Lessee or such Primary Obligor is notified by either Buyer the Lessor of such non-payment; or
(b) any of the following events occur:
(1) the Lessee fails to obtain and/or maintain or procure that there are obtained and Acquisition maintained the Insurances or Seller and the Company if a material Breach any insurer in respect of any provision of this Agreement has been committed such insurances cancels any of such insurances or disclaims liability by reason, in either case, of mis-statement in any proposal for any of such insurances or for any other failure or default on the part of any person (other party and such Breach has not been cured or waived than the Lessor), and, in the case only of the insurances required to be maintained pursuant to Clause 9.1(a)(i) the Lessee shall fail within ten (10) days of the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions Business Days to obtain or procure that replacement Insurances complying in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply all respects with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanyClause 9 are effected, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d2) by either Buyer the Lessor gives notice pursuant to Clause 9.1(b) requiring an increase in the amount insured in respect of oil pollution liability risks in accordance with Clause 9.1(a)(ii) and Acquisition or Seller and the Company if the Closing has such insurances are not occurred increased within ten (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement10) on or before September 30, 1998Business Days, or such later date as provided for in the parties may agree upon. A party's right case of termination under Section 9.1 is in addition to any other rights it may have under this Agreement Clause 9.1(a)(ii)(y) or otherwise, Clause 9.1(a)(ii)(z) of the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated Lessor serving such notice on the Lessee pursuant to Section 9.1, all further obligations Clause 9.1(b); or
(c) the provisions of Clause 9 (financial covenants) of the parties under this Agreement terminate, except the obligations in Section 11.1 Guarantee are not complied with at any time and 11.3 will survive; provided, however, that if this Agreement such non-compliance is terminated by not remedied within a party because period of a breach sixty (60) days of the Agreement by Lessor serving notice on the other party Guarantor or because one the Lessee requiring such remedy; or more (d) the provisions of the conditions to the terminating party's obligations is Clause 22 (Security) are not satisfied as a result of the other party's failure to comply complied with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.at any time; or
Appears in 1 contract
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or mutual written consent of Seller and the Company Buyer Parties;
(b) by either Seller or Buyer if a material Breach of the Closing shall not have occurred on or before September 30, 2021 (the “Outside Date”); provided that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any provision of Party whose failure or whose Affiliate’s failure to perform any covenant or obligation under this Agreement has been committed by the other party and such Breach cause of or has not been cured or waived within ten (10) days of the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions resulted in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer the transactions contemplated by this Agreement to comply with its obligations under this Agreement) and Buyer has not waived such condition occur on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Outside Date;
(c) by mutual consent Seller, if (i) all of the conditions to Closing set forth in Section 6.1 and Section 6.2 were satisfied or waived as of the date the Closing Date should have occurred pursuant to the terms of this Agreement, (ii) Seller has notified the Buyer Parties that it is ready, willing and Acquisition able to consummate the Transactions, and (iii) the Buyer Parties fail to complete the Closing within three (3) Business Days after the delivery of the notification by Seller and the Companyreferred to in clause (ii) above; or
(d) by either Buyer and Acquisition or Seller and the Company Buyer, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreementi) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not Closing set forth in Section 6.1 and Section 6.3 were satisfied or waived as a result of the other party's failure date the Closing Date should have occurred pursuant to comply with its obligations under the terms of this Agreement, (ii) Buyer has notified Seller that the terminating party's right Buyer Parties are ready, willing and able to pursue all legal remedies will survive such termination unimpairedconsummate the Transactions, and (iii) Seller fails to complete the Closing within three (3) Business Days after the delivery of the notification by Buyer referred to in clause (ii) above.
Appears in 1 contract
Sources: Purchase Agreement (Nextier Oilfield Solutions Inc.)
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(ai) by either Buyer, if a breach of any of the representations, warranties or covenants of the Sellers set forth in this Agreement has been committed that individually or in the aggregate may reasonably be expected to result in Damages to Buyer Indemnitees under this Agreement exceeding $750,000 and Acquisition such breach has not been (A) waived by Buyer or Seller and (B) cured by the Company Sellers within ten (10) days after their receipt of written notice thereof from Buyer;
(ii) by the Companies, if a material Breach breach of any provision of the representations, warranties, or covenants of Buyer set forth in this Agreement has been committed by the other party Buyer and such Breach breach has not been (A) waived by the Companies or (B) cured or waived by Buyer within ten (10) days after their receipt of written notice thereof from the date of notification of such BreachCompanies;
(iiii) by Buyer and Acquisition Buyer, if any of the conditions in Section 7 Article VI has not been satisfied as of the Closing Date or and if satisfaction of such a condition is or becomes in the reasonable opinion of Buyer impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or ;
(iiiv) by Seller and the CompanyCompanies, if any of the conditions in Section 8 Article VII has not been satisfied of the Closing Date or and if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company Sellers to comply with their obligations under this Agreement) and Seller the Companies has not waived such condition on or before the Closing Date;
(cv) by mutual consent of Buyer and Acquisition and Seller and the Company; orCompanies;
(dvi) by either Buyer if, during the period commencing on the date hereof and Acquisition ending on the Closing Date, there shall have occurred any material adverse change in the operations, condition (financial or Seller and other), assets, prospects, results of operations or business of the Company Companies;
(vii) by any of the Sellers, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30January 31, 1998, or such later date as the parties may agree upon. A party's right upon in writing; or
(viii) by the Companies if there are any nonwillful or unintentional breaches of termination under Section 9.1 is in addition to any other rights it may have representations, warranties or covenants of the Companies under this Agreement that result in or otherwise, have the exercise of a right of termination will not potential to result in liabilities that individually or in the aggregate may reasonably be an election of remedies. If this Agreement is terminated pursuant expected to Section 9.1, all further obligations of the parties result in Damages to Buyer Indemnitees under this Agreement terminate, except the obligations in Section 11.1 exceeding $750,000 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is Buyer has not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive waived such termination unimpairedbreaches.
Appears in 1 contract
Sources: Asset Purchase Agreement (Dailey Petroleum Services Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company if (i) it is not in material breach of its obligations under this Agreement, (ii) there has been a material Breach breach of any provision of representation, warranty, covenant or agreement contained in this Agreement has been committed by on the other party part of Sellers, and (iii) such Breach breach has not been cured or waived within ten thirty (1030) days after written notice thereof to Sellers;
(b) by Sellers if (i) Sellers are not in material breach of their obligations under this Agreement, (ii) there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the date part of notification of Buyer, and (iii) such Breachbreach has not been cured within thirty (30) days after written notice to Buyer;
(i) by Buyer and Acquisition if (A) any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition 8 is or becomes impossible to satisfy (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before condition, and (B) all conditions required under Section 9 (other than Section 9.6 and conditions with respect to actions that Buyer would take at the Closing Dateitself) have been satisfied or waived; or (ii) by Seller and the Company, Sellers if (A) any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition 9 is or becomes impossible to satisfy (other than through the failure of Seller and the Company Sellers to comply with their obligations under this Agreement) and Seller has Sellers have not waived such condition on or before condition, and (B) all conditions required under Section 8 (other than Section 8.8 and conditions with respect to actions that Sellers would take at the Closing Dateitself) have been satisfied or waived;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by mutual written consent of Buyer and Sellers;
(e) by Buyer if any Seller, or by Sellers if Buyer, becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such Party and such proceeding shall continue without dismissal or stay for a period of thirty (30) consecutive days, or an order granting the relief requested in such proceeding shall be entered; or
(f) by either Buyer and Acquisition or Seller and the Company Sellers if the Closing has not occurred (other than through the failure of any party Party (or its Affiliate) seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired2004.
Appears in 1 contract
Sources: Asset Purchase Agreement (Quintiles Transnational Corp)
Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Purchaser if (i) there is a material Breach of any provision covenant or obligation of this Agreement has been committed by the other party Seller and such Breach has shall not have been cured or waived within ten days after the delivery of notice thereof to the Seller, or (10ii) days the Purchaser reasonably determines that the timely satisfaction by the date set forth in Sections 8.1(c) and (d) of any condition set forth in Section 6 has become impossible or impractical (other than as a result of any failure on the part of the date of notification of such BreachPurchaser to comply with or perform its covenants and obligations set forth in this Agreement);
(b) by the Seller if (i) by Buyer and Acquisition if there is a material Breach of any covenant or obligation of the conditions Purchaser and such Breach shall not have been cured within ten days after the delivery of notice thereof to the Purchaser, or (ii) the Seller reasonably determines that the timely satisfaction by the date set forth in Sections 8.1(c) and (d) of any condition set forth in Section 7 has not been satisfied as of the Closing Date become impossible or if satisfaction of such a condition is or becomes impossible impractical (other than through as a result of any failure on the failure part of Buyer the Seller to comply with its obligations under or perform any covenant or obligation set forth in this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date);
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company Purchaser if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) taken place on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any 2002 (other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied than as a result of any failure on the other party's failure part of the Purchaser to comply with or perform its covenants and obligations under this Agreement);
(d) by the Seller if the Closing has not taken place on or before September 30, 2002 (other than as a result of any failure on the terminating party's right part of the Seller to pursue all legal remedies will survive such termination unimpairedcomply with or perform any covenant or obligation set forth in this Agreement); or
(e) by the mutual written consent of the Purchaser and the Seller.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Acquired Companies if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanyAcquired Companies, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Acquired Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the CompanyAcquired Companies; or
(d) by either Buyer and Acquisition or Seller and the Company Acquired Companies if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating 36 37 party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Termination Events. This Agreement maymay be terminated and the transactions contemplated herein may be abandoned, by notice given at any time prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or mutual written consent of Seller and Buyer;
(b) by either Seller or Buyer, if: (i) the Company Closing Date shall not have occurred prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if a such party is in material Breach of any provision breach of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and the Company, if any of the conditions in Section 8 non-appealable and that has not been satisfied of vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) and Seller has not waived such condition on or before the Closing Dateshall have complied with its obligations, if any, under Section 6.04;
(c) by mutual consent Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and Acquisition correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the Companyday that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or
(d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either Buyer and Acquisition or Seller and the Company if the Closing has not occurred case, (other than through A) would result in the failure of any party seeking a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the tenth (10th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to comply fully with its obligations under this Section 9.01(d) if Buyer is in material breach of this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Purchaser, if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breach;
(i) by Buyer the Purchaser shall not have received Company Stockholder Consent and Acquisition Joinders representing the Requisite Stockholder Approvals and the Voting Agreement Approvals within twenty-four (24) hours following the execution of this Agreement, (ii) the Purchaser has received evidence that the satisfaction of any condition set forth in Section 10.1(b), Section 10.1(c), Section 10.1(e) or Section 10.1(h) has become impossible (other than as a result of any failure on the part of the Purchaser to comply with or perform any covenant or obligation of the Purchaser set forth in this Agreement), (iii) the Closing has not taken place on or before July 31, 2018 (the “End Date”) (other than as a result of any failure on the part of the Purchaser to comply with or perform any covenant or obligation of the Purchaser set forth in this Agreement), or (iv) the Company breaches any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Section 7 has 10.1(f) or Section 10.1(g) would not been be satisfied as of the Closing Date time of such breach or as of the time such representation or warranty shall have become untrue, and such breach or untrue representation or warranty is incapable of being cured by the End Date, or if capable of being cured, is not cured by the earlier of the End Date and the twentieth (20th) Business Day following written notice of such breach or untrue representation or warranty from the Purchaser; Table of Contents (b) by the Company, if (i) the Company shall have received evidence that the satisfaction of such a any condition is set forth in Section 10.2(b), Section 10.2(c) or becomes Section 10.2(e) has become impossible (other than through as a result of any failure on the failure part of Buyer the Company or the Company Equityholders to comply with its obligations under or perform any covenant or obligation of the Company or the Company Equityholders set forth in this Agreement), (ii) and Buyer the Closing has not waived such condition taken place on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing End Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of any failure on the other party's failure part of the Company or the Company Equityholders to comply with its obligations under or perform any covenant or obligation of the Company or the Company Equityholders, as applicable, set forth in this Agreement), or (iii) the Purchaser breaches any representation, warranty, covenant or agreement on the part of the Purchaser set forth in this Agreement, or if any representation or warranty of the terminating party's right to pursue all legal remedies will survive Purchaser shall have become untrue, in either case such termination unimpaired.that the conditions set forth in Section 10.2(f) or Section 10.2(g) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and such breach or untrue representation or warranty is incapable of being cured by the End Date, or if capable of being cured, is not cured by the earlier of the End Date and the twentieth (20th) Business Day following written notice of such breach or untrue representation or warranty from the Company;
Appears in 1 contract
Sources: Merger Agreement (Gannett Co., Inc.)
Termination Events. This Agreement may, by written notice given to the Sellers or the Buyer, as applicable, prior to or at the Closing, be terminated:
(a) by either the Buyer and Acquisition or Seller and if (i) the Company if a Buyer is not then in material Breach breach of any provision of this Agreement and (ii) any representation or warranty made by any Seller is inaccurate in any material respect or any Seller has been committed by breached any covenant or agreement in this Agreement in any material respect, in each case if and to the other party and extent such Breach has not been cured inaccuracy or waived within ten (10) days breach would give rise to the failure of the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions specified in Section 7 6.1 and cannot be cured by the Sellers by July 31st, 2022 (the “Outside Date”);
(b) by the Sellers if (i) the Sellers are not then in material breach of any provision of this Agreement and (ii) any representation or warranty made by the Buyer is inaccurate in any material respect or the Buyer has breached any covenant or agreement in this Agreement in any material respect in each case if and to the extent such inaccuracy or breach would give rise to the failure of any of the conditions specified in Section 6.2 and cannot be cured by the Buyer by the Outside Date;
(c) by (i) the Buyer, if any condition in Section 6.1 has not been satisfied as of or waived in writing by the Closing Buyer by the Outside Date or if satisfaction of any such a condition is or becomes impossible (in either case, for reasons other than through the failure of the Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanySellers, if any of the conditions condition in Section 8 6.2 has not been satisfied of or waived in writing by the Closing Sellers by the Outside Date or if satisfaction of any such a condition is or becomes impossible (in either case, for reasons other than through the failure of any Seller and the Company to comply with their such Party’s obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company); or
(d) by either mutual consent of the Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedSellers.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller mutual consent of the Purchaser and the Company Seller;
(b) by either the Purchaser or the Seller if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been cured or waived within ten (10) days of by the date of notification of such Breachterminating party;
(c) (i) by Buyer and Acquisition the Purchaser, if any of the conditions in Section 7 Article VIII has not been satisfied as of the Closing Date or if satisfaction of any such a condition is or becomes impossible (other than through the failure of Buyer the Purchaser to comply with its obligations under this Agreement) and Buyer the Purchaser has not waived such condition on at or before the Closing DateClosing; or (ii) by Seller and the CompanySeller, if any of the conditions in Section 8 Article IX has not been satisfied as of the Closing Date or if satisfaction of any such a condition is or becomes impossible (other than through the failure of the Seller and the Company to comply with their its obligations under this Agreement) and the Seller has not waived such condition on at or before the Closing DateClosing;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition the Seller, if (i) the Board of Directors of the Seller pursuant to Section 6.7(B) withdraws or Seller modifies its approval or recommendation of, or otherwise fails to approve or recommend, this Agreement and the Company consummation of the transactions contemplated hereby to the stockholders of the Seller, and (ii) the Seller pays to the Purchaser an alternative transaction fee equal to $1,720,000, promptly upon such withdrawal, modification or failure, by wire transfer of immediately available funds to such account as shall have been designated by the Purchaser; or
(e) by either the Purchaser or the Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30November 2, 1998, (the "Outside Date") or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if notwithstanding anything to the contrary in this Agreement is (i) if on November 2, 1998 the applicable waiting periods under the HSR Act have not expired or terminated by a party because of a breach then each of the Agreement Purchaser and the Seller shall have the independent right, exercisable in its sole discretion by delivery of written notice thereof to the other party on or because one or more of before November 2, 1998, to extend the conditions Outside Date to the terminating party's obligations is earlier of five (5) business days after such regulatory approvals have been obtained or December 15, 1998 and (ii) if on November 2, 1998 the Seller has not satisfied as a result obtained the consents required to be delivered pursuant to Section 3.2(A)(5) then the Seller shall have the right exercisable in its sole discretion by delivery of written notice thereof to the other party's failure Purchaser on or before November 2, 1998, to comply with its obligations under this Agreementextend the Outside Date to December 15, the terminating party's right to pursue all legal remedies will survive such termination unimpaired1998.
Appears in 1 contract
Sources: Stock Purchase Agreement (Unique Casual Restaurants Inc)
Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may, by notice given may be terminated and the Acquisition may be abandoned prior to or at the Closing, be terminated:
(a) by either mutual written consent of the Parties hereto;
(b) by Buyer and or MTC, by written notice to the other if:
(i) the Closing shall not have been consummated on or before the Termination Date, unless extended by written agreement of the Parties hereto; provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any Party whose failure to perform or comply with any of its obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur by such date; or
(ii) any Governmental Authority shall have enacted, promulgated, issued, entered or enforced (A) any Law prohibiting the Acquisition or Seller making them illegal, or (B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Acquisition, which shall have become final and nonappealable.
(c) by Buyer:
(i) if the Company condition set forth in Section 7.1 shall have become incapable of fulfillment; or
(ii) if a material Breach all of any provision the conditions set forth in Article VII shall have been satisfied and Sellers shall not have made all of this Agreement has been committed the deliveries required by the other party and such Breach has not been cured Section 8.3 on or waived within before ten (10) days of following the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions in designated for Closing pursuant to Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company8.1; or
(d) by either Buyer and Acquisition or Seller and the Company Sellers:
(i) if the Closing has condition set forth in Section 7.2 shall have become incapable of fulfillment; or
(ii) if all of the conditions set forth in Article VII shall have been satisfied and (i) the Buyer shall not occurred (other than through have made all of the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) deliveries required by Sections 8.2 on or before September 30, 1998, or such later ten (10) days following the date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated designated for Closing pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired8.1.
Appears in 1 contract
Sources: Stock Purchase Agreement (Baldwin Technology Co Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closingwritten notice, be terminated:
(a) at or prior to the First Closing by either Buyer and Acquisition or Seller and the Company if a material Material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured waived;
(b) at or waived within ten (10) days of prior to the date of notification of such Breach;First Closing:
(i) by By Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the First Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the First Closing Date; or or
(ii) by Seller and By the Company, if any of the conditions in Section 8 has not been satisfied as of the First Closing Date or if satisfaction of such a 37 47 condition is or becomes impossible (other than through the failure of the Company to comply with its obligations under this Agreement) and the Company has not waived such condition on or before the First Closing Date;
(c) at or prior to the Second Closing;
(i) By Buyer if any of the conditions in Section 9 has not been satisfied as of the Second Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their its obligations under this Agreement) and Seller Buyer has not waived such condition on or before the Second Closing Date;
(cii) By the Company if any of the conditions in Section 9 has not been satisfied as of the Second Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Company to comply with its obligations under this Agreement) and the Company has not waived such condition on or before the Second Closing Date;
(d) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(de) at any time after the Termination Date by either Buyer and Acquisition or Seller and the Company if the either Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998the Termination Date, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Stock Purchase Agreement (Granite Construction Inc)
Termination Events. This Subject to the other provisions of this Section 9, this Agreement may, by written notice given at or prior to or at the ClosingClosing in the manner hereinafter provided, be terminatedterminated and abandoned:
(a) by By either Buyer and Acquisition or Seller the Sellers and the Company Stockholder, on the one hand, or the Buyer, on the other, if a material Breach of any provision of this Agreement has been committed default or breach shall be made by the other party with respect to (i) the due and timely performance of any of its covenants and agreements contained herein, or (ii) the due compliance with any of its representations and warranties contained in Sections 3 and 3A or Section 4, as the case may be, except (in the case of the Sellers and the Stockholder) for any lack of compliance that arises from an event or condition that (together with all other events or conditions) would not be a Material Event, and such Breach breach or default has not been (i) cured within 15 days after notice thereof is given to the breaching party or (ii) waived within ten (10) days of by the date of notification of such Breachnon-breaching party;
(i) by the Buyer and Acquisition if any all of the conditions set forth in Section 7 has 5.1 shall not have been satisfied as on or before November 30, 1997, or in the event of a second request by the Closing Date Federal Trade Commission or if satisfaction of such a condition is or becomes impossible (other appropriate Governmental Body pursuant to either parties' ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ filing, December 31, 1997, other than through the failure of the Buyer to fully comply with its obligations under this Agreement) and Buyer has hereunder, or shall not have been waived such condition by it on or before the Closing Datesuch dates; or (ii) by Seller the Sellers and the Company, Stockholder if any all of the conditions set forth in Section 8 has 5.2 shall not have been satisfied on or before November 30, 1997, or in the event of a second request by the Closing Date Federal Trade Commission or if satisfaction of such a condition is or becomes impossible (other appropriate Governmental Body pursuant to either parties' ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ filing, December 31, 1997, other than through the failure of Seller the Sellers and the Company Stockholder to fully comply with their obligations under this Agreement) and Seller has hereunder, or shall not have been waived such condition by it on or before the Closing Datesuch dates;
(c) by mutual consent of By either the Sellers, the Stockholder or the Buyer and Acquisition and Seller and the Companyif there shall have occurred a Material Event; or
(d) by either Buyer and Acquisition or Seller mutual written consent of the Sellers, the Stockholder and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedBuyer.
Appears in 1 contract
Sources: Asset Purchase Agreement (Allied Healthcare Products Inc)
Termination Events. This Agreement may, by notice given prior to (1) The occurrence of any one or at more of the Closing, be terminatedfollowing events shall constitute a Termination Event:
(a) any representation, warranty, certification or statement made by either Buyer and Acquisition Tyson, the Transferor, the Collection Agent, any Agent Seller or any Seller and the Company if in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material Breach respect when made or deemed made; provided that no such event shall constitute a Termination Event unless such event shall continue unremedied for a period of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days from the date a Responsible Officer of the date Transferor obtains knowledge thereof; provided further that no grace period shall apply to Sections 3.01(c), 3.01(d), 3.01(j), 3.01(q) and 3.01(r) of notification this Agreement (and, for the avoidance of doubt, the cure period described in the first proviso of this Section 7.01(1)(a) shall not apply to payments required to be made pursuant to Section 2.10(b)); and provided further that no such event shall constitute a Termination Event if the Transferor shall have timely paid to the Collection Agent the Deemed Collection required to be paid as a result of such Breach;event in accordance with Section 2.10(b); or
(ib) by Buyer and Acquisition if any after the filing in the appropriate offices of the conditions financing statements described in Section 7 has not been satisfied as Sections 4.01(c), 4.01(d), 4.01(e) and 4.01(f), the Administrative Agent, on behalf of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller CP Conduit Purchasers and the CompanyCommitted Purchasers, if shall, for any reason, fail or cease to have a valid and perfected first priority ownership or security interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;any Adverse Claims; or
(c) by mutual consent of Buyer and Acquisition and Seller and the Companya Collection Agent Default shall have occurred; or
(d) the Transferor, Tyson or any Seller shall enter into any corporate transaction or merger whereby it is not the surviving entity (other than, in the case of any Seller, a merger or consolidation which does not, in the opinion of the Required Committed Purchasers, materially adversely affect the collectibility of the Receivables sold by either Buyer and Acquisition such Seller or Seller and the Company if performance of such Seller's obligations under the transaction documents); or
(e) there shall have occurred since the Closing has not Date any event or condition which could reasonably be expected to have a Material Adverse Effect; or
(f) (i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor reduces the Net Investment from previously received Collections or other funds available to the Transferor or increases the balance of the Receivables on the next Business Day following such breach so as to reduce the Percentage Factor to less than or equal to the Maximum Percentage Factor; or (ii) the Net Investment shall exceed the Program Limit; or
(g) the average Dilution Ratio for the three preceding Settlement Periods exceeds 1.55%; or
(h) the average Default Ratio for the three preceding Settlement Periods exceeds 1.85%; or
(i) the average Delinquency Ratio for the three preceding Settlement Periods exceeds 6.75%; or
(j) either (i) a Credit Agreement Event of Default shall have occurred and be continuing or (other than through ii) the failure of Tyson or any party seeking other Seller to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right pay indebtedness in excess of termination under Section 9.1 is in addition $10,000,000 when due (after giving effect to any other rights it may have under this Agreement applicable cure period) or otherwise, any such indebtedness shall become accelerated by the exercise of a right of termination will not be an election of remedies. If this holders thereof; or
(k) the Receivables Purchase Agreement is terminated terminated; or
(l) a trust has been properly preserved pursuant to Section 9.1PASA; or
(m) Tyson or any of its affiliates is rated BB- or Ba3 or lower or Tyson is not rated by either S&P or M▇▇▇▇'▇, all further obligations respectively; or
(n) Tyson and the Sellers (in the aggregate) shall fail to maintain 100% ownership of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will surviveTransferor; provided, however, that if this Agreement is terminated by or
(o) a party because Default.
(2) The occurrence of a breach of the Agreement by the other party or because any one or more of the conditions following events shall constitute a Default:
(a) Tyson, the Transferor, any Seller, any Agent Seller or the Collection Agent shall fail to make any payment or deposit to be made by it hereunder or under any of the terminating party's obligations Transaction Documents when due hereunder or thereunder and such failure continues for one (1) Business Day; or
(b) Tyson, the Transferor, any Seller, any Agent Seller or the Collection Agent shall default in the performance of any undertaking (other than those covered by clause (a) above) under any Transaction Document and such default shall continue for ten (10) days after a Responsible Officer of the Transferor, the Collection Agent or Tyson has knowledge thereof; or
(c) the Transferor shall fail to make any payment of principal or interest in respect of any Indebtedness (other than Indebtedness under the Transaction Documents) when and as the same shall become due and payable after giving effect to any applicable grace period with respect thereto; or any event or condition occurs that results in any such Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or
(d) any Event of Bankruptcy shall occur with respect to (i) any Seller that is a Foodbrands Entity that has less than $5,000,000 in Receivables as of the date of such Event of Bankruptcy or any Subsidiary of Tyson that is not satisfied as a result Seller, or (ii) the Transferor, Tyson, the Collection Agent, or any Seller other than a Seller referred to in clause (i); or
(e) a Responsible Officer of the other party's Transferor receives notice or becomes aware that a notice of lien has been filed against the Transferor or Tyson under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to comply with its obligations under this Agreement, make a required installment or other payment to a plan to which Section 412(n) of the terminating party's right to pursue all legal remedies will survive such termination unimpairedCode or Section 302(f) of ERISA applies.
Appears in 1 contract
Termination Events. This Agreement may, by notice given may be terminated at any time prior to or at the Closing, be terminated:
(a) By mutual written agreement of ▇▇▇▇▇ and Atlas (on behalf of the Seller Parties);
(b) By Buyer, by either Buyer and Acquisition or written notice to Atlas, if there has been any breach by any Seller and the Company if a material Breach Party of any provision of representation, warranty, covenant or obligation set forth in this Agreement has been committed by such that any condition set forth in Section 5.1(a) and/or Section 5.1(b) is incapable of being satisfied at the other party Closing (and such Breach condition has not been cured or irrevocably waived within ten (10) days of the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will surviveBuyer); provided, however, that if Buyer shall not have the right to terminate this Agreement pursuant to this Section 6.1(b) on account of such breach if such breach, if curable, is terminated cured prior to the earlier of (y) the expiration of 20 days following the receipt by the breaching Seller Party of written notice thereof from Buyer and (z) three Business Days preceding the Outside Date; provided, further, that Buyer will not be entitled to terminate this Agreement pursuant to this Section 6.1(b) if Buyer has breached any of its representations, warranties, covenants or agreements contained in this Agreement and such breach has prevented satisfaction of any of the conditions set forth in Section 5.1(a) and/or Section 5.1(b) and such breach has not been waived by Atlas (on behalf of the Seller Parties); 57073941 ACTIVE/131483433.18 #205642 v2
(c) By ▇▇▇▇▇ (on behalf of the Seller Parties), by written notice to Buyer, if there has been any breach by Buyer of any representation, warranty, covenant or obligation set forth in this Agreement such that any condition set forth in Section 5.2(a) and/or Section 5.2(b) is incapable of being satisfied at the Closing (and such condition has not been irrevocably waived by Atlas (on behalf of the Seller Parties)); provided, however, that Atlas (on behalf of the Seller Parties) shall not have the right to terminate this Agreement pursuant to this Section 6.1(c) on account of such breach if such breach, if curable, is cured prior to the earlier of (y) the expiration of 20 days following the receipt by Buyer of written notice thereof from Atlas and (z) three Business Days preceding the Outside Date; provided, further, that Atlas will not be entitled to terminate this Agreement pursuant to this Section 6.1(c) if any Seller Party has breached any of its representations, warranties, covenants or agreements contained in this Agreement and such breach has prevented satisfaction of any of the conditions set forth in Section 5.1(a) and/or Section 5.1(b) and such breach has not been waived by Buyer;
(d) By Buyer or Atlas (on behalf of the Seller Parties), by written notice to the other, if Closing has not occurred on or before the date that is 60 days following the date of this Agreement (such date or such later date as extended in accordance with this Section 6.1(d) or as may be agreed by ▇▇▇▇▇ and Atlas in writing, the “Outside Date”); provided that if all of the conditions set forth in Section 5.1 and Section 5.2 (other than those conditions that by their nature can only be satisfied at the Closing, but are capable of being satisfied at such time), other than the condition set forth in Section 5.1(f) or Section 5.2(f), are satisfied on, or have been waived prior to, the Outside Date, then the Outside Date will be automatically extended by 60 days. Notwithstanding the foregoing, no termination may be made under this Section 6.1(d) if the Willful Breach of this Agreement by the Party seeking to terminate this Agreement pursuant to this Section 6.1(d) has prevented the consummation of the transactions contemplated by this Agreement by the Outside Date; or
(e) By Buyer or Atlas (on behalf of the Seller Parties), by written notice to the other, if: (i) any Governmental Body has issued a party because final, non-appealable Order that remains outstanding prohibiting the consummation of a the transactions contemplated by this Agreement (unless such Order is issued due to the material breach of the Party seeking to terminate this Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement); or (ii) a Law is enacted, entered, promulgated or enforced permanently enjoining, restraining or otherwise prohibiting the terminating party's right to pursue all legal remedies will survive such termination unimpairedconsummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either (i) Buyer and Acquisition or Seller and the Company (ii) Sellers' Representative, if a material Breach of any provision of this Agreement has been committed by the other party party, and such Breach which Breach, unless waived by the terminating party, is incapable of being cured or has not been cured or waived within prior to ten (10) days of the date of notification of following such Breach;
(i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanySellers' Representative, if any of the conditions in Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company Sellers to comply with their obligations under this Agreement) and Seller Sellers' Representative has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer (i) Buyer, and Acquisition and Seller and the Company; or(ii) Sellers' Representative;
(d) by either (i) Buyer and Acquisition or Seller and the Company (ii) Sellers' Representative if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30December 18, 19982001, or such later date as the parties may agree upon. A party's right ;
(e) by Buyer prior to Closing, if within five (5) business days of termination under receipt of any Update, which Update discloses facts of conditions that would make Section 9.1 is in addition 7.1 impossible to satisfy, Buyer notifies Sellers of its decision to terminate this Agreement; or
(f) by the Sellers' Representative prior to Closing, if any other rights it may have under this Agreement material fact or otherwise, issue has arisen that could reasonably be expected to make the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations consummation of the parties under this Agreement terminate, except the obligations in financing contemplated by Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired4.6 unlikely.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller Sellers' Representative on behalf of the Subject Companies and the Company Participating Shareholders if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(i) by Buyer and Acquisition if any of the conditions in Section 7 Article VIII has not been satisfied as of the Closing Date January 31, 2003 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller Sellers' Representative on behalf of the Subject Companies and the CompanyParticipating Shareholders, if any of the conditions in Section 8 Article IX has not been satisfied as of the Closing Date January 31, 2003 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company Subject Companies or Participating Shareholders to comply with their obligations under this Agreement) and Seller Sellers' Representative on behalf of the Subject Companies and Participating Shareholders has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller Sellers' Representative on behalf of the Subject Companies and the CompanyParticipating Shareholders; or
(d) by either Buyer and Acquisition or Seller Sellers' Representative on behalf of the Subject Companies and the Company Participating Shareholders if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30February 28, 19982003, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Merger Agreement (Quiksilver Inc)
Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows:
(a) by either Buyer and Acquisition or Seller and the Company AMCON if a material Breach of any provision of this Agreement has been committed by the other party Seller, where such Breach has had a Seller Material Adverse Effect, and such Breach has not been waived by Buyer and AMCON or cured or waived by Seller within ten thirty (1030) days after Seller's receipt of the date of notification written notice of such BreachBreach by AMCON or Buyer;
(ib) by Seller if a Breach of any provision of this Agreement has been committed by Buyer or AMCON, where such Breach has had a Buyer Material Adverse Effect, and such Breach has not been waived by Seller or cured by Buyer and/or AMCON within thirty (30) days after Buyer's or AMCON's receipt of written notice of such Breach by Seller;
(c) by Buyer and Acquisition or AMCON if any of the conditions condition in Section ARTICLE 7 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer or AMCON to comply with its obligations under this Agreement) ), and Buyer has not waived such condition on or before such date, provided, however, that neither Buyer nor AMCON may exercise such right of termination prior to the Closing Date; date determined pursuant to Section 9.1(f) (i.e., May 17, 2004 or May 31, 2004, if applicable);
(iid) by Seller and the Company, if any of the conditions condition in Section ARTICLE 8 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) ), and Seller has not waived such condition on or before such date, provided, however, that Seller may not exercise such right of termination prior to the Closing Datedate determined pursuant to Section 9.1(g) (i.e., May 17, 2004 or May 31, 2004, if applicable);
(ce) by mutual the consent of Buyer Buyer, AMCON and Acquisition and Seller and the Company; orSeller;
(df) by either Buyer and Acquisition or Seller and the Company AMCON if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30May 17, 19982004 (but such date shall be extended to May 31, 2004 if the Closing has not occurred because the conditions set forth in Section 7.7 have not been satisfied or waived by Buyer) or such later date as the parties may agree upon. A party's right of termination under Section 9.1 , unless Buyer or AMCON is in addition to any other rights it may have under Breach of this Agreement where such Breach has had a Buyer Material Adverse Effect; or
(g) by Seller if the Closing has not occurred on or otherwisebefore May 17, 2004 (but such date shall be extended to May 31, 2004 if the exercise Closing has not occurred because the conditions set forth in Section 7.7 have not been satisfied or waived by Buyer) or such later date as the parties may agree upon, unless the Seller is in Breach of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by where such Breach has had a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedSeller Material Adverse Effect.
Appears in 1 contract
Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Purchaser if (i) there is a material Breach of any provision covenant or obligation of this Agreement has been committed by ▇▇▇▇▇▇▇▇▇ or the other party Seller and such Breach shall not have been cured within ten days after the delivery of notice thereof to Seller and ▇▇▇▇▇▇▇▇▇, or (ii) the Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 6 has become impossible or impractical (other than as a result of any failure on the part of the Purchaser to comply with or perform its covenants and obligations set forth in this Agreement);
(b) by Seller if (i) there is a material Breach of any covenant or obligation of the Purchaser and such Breach shall not have been cured within ten days after the delivery of notice thereof to the Purchaser, or (ii) Seller reasonably determines that the timely satisfaction of any condition set forth in Section 7 has become impossible or impractical (other than as a result of any failure on the part of any Shareholder or the Seller to comply with or perform any covenant or obligation set forth in this Agreement);
(c) by the Purchaser at or after the Scheduled Closing Time if any condition set forth in Section 6 has not been cured or waived within ten (10) days of satisfied by the date of notification of such BreachScheduled Closing Time;
(id) by Buyer and Acquisition Seller at or after the Scheduled Closing Time if any of the conditions condition set forth in Section 7 has not been satisfied as of by the Scheduled Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing DateTime;
(ce) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company Purchaser if the Closing has not occurred taken place on or before June 30, 2002 (other than through the failure as a result of any party seeking to terminate this Agreement failure on the part of the Purchaser to comply fully with or perform its covenants and obligations under this Agreement);
(f) by Seller if the Closing has not taken place on or before September June 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any 2002 (other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied than as a result of any failure on the other party's failure part of ▇▇▇▇▇▇▇▇▇ or the Seller to comply with its obligations under or perform any covenant or obligation set forth in this Agreement); or
(g) by the mutual written consent of the Purchaser, the terminating party's right to pursue all legal remedies will survive such termination unimpaired▇▇▇▇▇▇▇▇▇ and Seller.
Appears in 1 contract
Sources: Asset Purchase Agreement (Raindance Communications Inc)
Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller the mutual consent of Parent and the Company;
(b) by Parent, if the Company or any Signing Noteholder or Carve-Out Recipient breaches or fails to perform in any material respect any of his, her or its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.1 or 7.2, and (ii) (A) cannot be cured or (B) if a material Breach curable through the exercise of any provision of this Agreement has been committed by the other party and such Breach commercially reasonable efforts, has not been cured or waived within ten thirty (1030) days after the giving of written notice to the date of notification Company of such Breach;
breach (i) by Buyer provided that Parent and Acquisition if Merger Sub are not then in willful breach of any of the conditions representation, warranty or covenant contained in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date);
(c) by mutual consent the Company, if Parent or Merger Sub breaches or fails to perform in any material respect of Buyer any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 8.1 or 8.2, and Acquisition and Seller (ii) (A) cannot be cured or (B) if curable through the exercise of commercially reasonable efforts, has not been cured within thirty (30) days after the giving of written notice to the Parent of such breach (provided that the Company, the Signing Noteholders and the Company; orCarve-Out Recipients are not then in willful breach of any representation, warranty or covenant in this Agreement);
(d) by either Buyer and Acquisition Parent if Parent reasonably determines that the timely satisfaction of any condition set forth in Section 7 has become impossible (other than as a result of any failure on the part of Parent or Seller and Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement);
(e) by the Company if the Company reasonably determines that the timely satisfaction of any condition set forth in Section 8 has become impossible (other than as a result of any failure on the part of the Company or any of the Signing Noteholders or Carve-Out Recipients to comply with or perform any covenant or obligation set forth in this Agreement);
(f) by Parent if the Closing has not taken place on or before October 15, 2009 (the “Outside Date”) (other than as a result of any failure on the part of Parent or Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement);
(g) by the Company if the Closing has not occurred taken place on or before the Outside Date (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure on the part of the Company or any of the Signing Noteholders or Carve-Out Recipients to comply with its obligations under or perform any covenant or obligation set forth in this Agreement); or
(h) by Parent, if the terminating party's right to pursue all legal remedies will survive such termination unimpairedCompany or any of the Signing Noteholders or Carve-Out Recipients takes any of the actions that would be proscribed by Section 5.4.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by 8.1.1 By either Buyer and Acquisition Sellers or Seller and the Company Crown Parties if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not previously been cured or waived waived; PROVIDED that except with respect to a Breach of the parties' obligations under Section 4.2, a Breach shall not give either party the right to terminate this Agreement unless (i) the non-Breaching party has given the Breaching party notice specifying the nature of the Breach in reasonable detail, and (ii) the Breaching party either (a) has failed to cure such Breach within ten Business Days after such notice is given, or (10b) days if such Breach cannot be cured solely by the payment of money and cannot reasonably be cured within ten Business Days despite the date exercise of notification due diligence, has failed to commence curative action within ten Business Days after such notice is given or thereafter fails to complete the cure of such BreachBreach as soon as practicable;
(i) by Buyer and Acquisition By Sellers, if any of the conditions in Section 7 3.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Sellers to comply with its their obligations under this Agreement) and Buyer has Sellers have not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanyCrown Parties, if any of the conditions in Section 8 3.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company Crown Parties to comply with their obligations under this Agreement) and Seller has the Crown Parties have not waived such condition on or before the Closing Date;
(c) by 8.1.3 By mutual consent of Buyer the Crown Parties and Acquisition and Seller and the CompanySellers; or
(d) by 8.1.4 By either Buyer and Acquisition Sellers or Seller and the Company Crown Parties if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30February 1, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Stock Acquisition Agreement (Crown Pacific Partners L P)
Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Purchaser if (i) there is a material Breach breach of any provision covenant or obligation of Seller or (ii) Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 5 has become impossible (other than as a result of any failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such BreachAgreement);
(b) by Seller if (i) there is a material breach of any covenant or obligation of Purchaser or (ii) Seller reasonably determines that the timely satisfaction of any condition set forth in Section 6 has become impossible (other than as a result of any failure on the part of Seller to comply with or perform any covenant or obligation of Seller set forth in this Agreement);
(c) by Buyer and Acquisition Purchaser at or after the Closing Date if any of the conditions condition set forth in Section 7 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition Seller at or Seller and after the Company Closing Date if any condition set forth in Section 6 has not been satisfied by the Closing Date;
(e) by Purchaser if the Closing has not occurred taken place on or before February 16, 2001 (other than through the failure as a result of any party seeking to terminate this Agreement failure on the part of Purchaser to comply fully with its obligations under or perform any covenant or obligation of Purchaser set forth in this Agreement);
(f) by Seller if the Closing has not taken place on or before September 30February 16, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any 2001 (other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied than as a result of the other party's failure on the part of Seller to comply with its obligations under or perform any covenant or obligation of Seller set forth in this Agreement, );
(g) by the terminating party's right to pursue all legal remedies will survive such termination unimpairedmutual consent of Purchaser and Seller.
Appears in 1 contract
Termination Events. This Agreement may, by written notice given prior to before or at the Closing, be terminatedterminated by:
(a) by either Buyer and Acquisition or Seller mutual consent of the Purchaser and the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such BreachSeller;
(ib) by Buyer and Acquisition the Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties or covenants contained in this Agreement) if there has been a breach of any of the conditions Seller’s representations, warranties or covenants contained in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through this Agreement, which would result in the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such a condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions set forth in Section 8 has not been satisfied 6.1(a) or Section 6.1(b), and which breach is incapable of being cured prior to the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Termination Date;
(c) by mutual consent the Seller (so long as the Seller is not then in material breach of Buyer any of its representations, warranties or covenants contained in this Agreement) if there has been a breach of any of the Purchaser’s representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and Acquisition and Seller and which breach is incapable of being cured prior to the Company; orTermination Date;
(d) either the Purchaser or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section 7.1(d) will not be available to a Party whose failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser or the Seller under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(d) occurring;
(e) either Buyer and Acquisition the Purchaser or Seller and the Company Seller, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30January 31, 1998, or such later date as 2014 (the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive“Termination Date”); provided, however, that if the right to terminate this Agreement is terminated pursuant to this Section 7.1(e) shall not be available to a Party if the failure to effect the Closing on or before the Termination Date was caused by a party because the failure of such Party to perform any of its material obligations under this Agreement or by such Party’s breach of any material provisions of this Agreement (in each case, other than the failure of the Purchaser to consummate the transactions contemplated hereby by reason of a Financing Failure (other than a Financing Failure resulting from a knowing and intentional breach of the Agreement Section 5.5 by the other party or because one or more Purchaser)); provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(e) shall not be available to the Purchaser if a Financing Failure has occurred and is continuing as of the Termination Date unless the Purchaser pays the Financing Failure Fee to the Seller in accordance with Section 7.2(b)(i); or
(f) the Seller, if the Closing has not occurred as of the Intended Closing Date and (i) the conditions to the terminating party's obligations Closing set forth in Section 6.1 have been satisfied or waived (other than the Financing Condition and those conditions that by their nature cannot be satisfied other than at the Closing), (ii) the Purchaser is unable to satisfy its obligation to effect the Closing at such time because of a Financing Failure and (iii) the Seller has confirmed by written notice to the Purchaser its intention to terminate this Agreement pursuant to this Section 7.1(f) (a “Closing Failure Notice”); provided, however, that a Closing Failure Notice may provide, in the Seller’s sole discretion, that the Seller agrees to delay the Closing beyond the Intended Closing Date through a date specified by the Seller in its sole discretion (which date shall not satisfied exceed the Termination Date) in the Closing Failure Notice (any such date, the “Financing Extension Date”) to allow the Purchaser the opportunity to cure a Financing Failure by enforcing its rights against the Lenders under the Debt Commitment Letters or, if applicable, any Debt Financing Agreements or obtaining Alternative Financing; provided, further, that if the Seller agrees to delay the Closing beyond the Intended Closing Date through any such Financing Extension Date, the occurrence from and after the Intended Closing Date of any development, fact, change, event, effect, occurrence or other circumstance that would (w) entitle the Purchaser to any indemnification, termination or other rights under Section 5.4 will be disregarded in all respects for purposes of Section 5.4 and the Purchaser shall not be entitled to exercise any such rights thereunder; (x) entitle the Purchaser to terminate this Agreement pursuant to Section 7.1(b) or Section 7.1(d), will be disregarded in all respects for purposes of Section 7.1(b) or Section 7.1(d), as a result applicable, and the Purchaser will not be entitled to terminate this Agreement pursuant thereto; (y) cause the failure of any of the other party's failure Seller’s conditions to comply with its obligations under the Closing set forth in Section 6.1 will be disregarded in all respects for purposes of Section 6.1 and this AgreementSection 7.1(f) and any such condition will continue to be deemed satisfied by the Seller through the earlier of the Closing or the termination of this Agreement pursuant to this Section 7.1, as applicable; or (z) entitle any of the terminating party's right Purchaser Indemnified Parties to pursue indemnification from the Seller pursuant to Section 8.1(a) and/or Section 8.1(b) will be disregarded in all legal remedies will survive such termination unimpairedrespects for purposes of Article 8 and no Purchaser Indemnified Party shall be entitled to indemnification therefor, in each case, except to the extent of the Seller’s knowing and intentional breach of this Agreement from and after the Intended Closing Date.
Appears in 1 contract
Sources: Stock Purchase Agreement (Allied Motion Technologies Inc)
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Purchaser, if a any material Breach of any provision the representations, warranties or covenants of the Seller set forth in this Agreement has been committed by the other party Seller and such Breach has not been (A) waived by Purchaser or (B) cured or waived by the Seller within ten (10) days after the Seller receipt of the date of notification of such Breachwritten notice thereof from Purchaser;
(b) by the Seller, if any material Breach of any of the representations, warranties, or covenants of Purchaser set forth in this Agreement has been committed by Purchaser and such Breach has not been (i) waived by Buyer and Acquisition the Seller or (ii) cured by Purchaser within ten (10) days following Purchaser’s receipt of written notice of such Breach from the Seller;
(c) by Purchaser, if any of the conditions in Section 7 6 has not been satisfied as of the Closing Date date and time that the Contemplated Transactions would otherwise be completed hereunder if not for the failure of such condition or conditions or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or ;
(iid) by Seller and the CompanySeller, if any of the conditions in Section 8 7 has not been satisfied as of the Closing Date date and time that the Contemplated Transactions would otherwise be completed hereunder if not for the failure of such condition or conditions or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller and the Company to comply with their obligations under this Agreement) and the Seller has have not waived such condition on or before the Closing Date;
(ce) by mutual written consent of Buyer and Acquisition and Seller Purchaser and the CompanySeller; or
(df) by either Buyer and Acquisition Purchaser or Seller and the Company Seller, if the Closing has not occurred (other than through the failure of any the party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30December 31, 19982021, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is upon in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedwriting.
Appears in 1 contract
Sources: Stock Purchase Agreement (Amalgamated Specialty Group Holdings, Inc.)
Termination Events. This Agreement may, by written notice given prior to or at the ClosingClosing to the other parties hereto, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Quiksilver if a material Breach of any provision of this Agreement has been committed by the other party Buyer which (i) would result in a failure of a condition set forth in Section 8.1 or 8.2 and such Breach has (ii) is not been cured cured, or waived cannot be cured, in all material respects within ten thirty (1030) days of after written notice thereof; provided, however, that Quiksilver’s right to terminate this Agreement under this Section 9.1(a) shall not be available if, at the date of notification time of such Breachintended termination, Buyer has the right to terminate this Agreement under Section 9.1(b) or (c);
(b) by Buyer if a material Breach of any provision of this Agreement has been committed by (i) Quiksilver, (ii) Seller or (iii) the Company which (A) would result in a failure of a condition set forth in Section 7.1 or 7.2 and (B) is not cured, or cannot be cured, in all material respects within thirty (30) days after written notice thereof; provided, however, Buyer’s right to terminate this Agreement under this Section 9.1(b) shall not be available if, at the time of such intended termination, Quiksilver has the right to terminate this Agreement under Sections 9.1(a) or 9.1(c);
(c) (i) by Buyer and Acquisition if any of the conditions in Section 7 has Article VII have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) March 31, 2008 and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, Quiksilver if any of the conditions in Section 8 Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller March 31, 2008 and the Company to comply with their obligations under this Agreement) and Seller Quiksilver has not waived such condition on or before the Closing Date;
(c; provided that the right to terminate this Agreement under this Section 9.1(c) by mutual consent shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of Buyer and Acquisition and Seller and or resulted in the Companyfailure of the Closing to occur on or before such date; or
(d) by either Buyer mutual consent of Quiksilver and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedBuyer.
Appears in 1 contract
Termination Events. This Agreement may, by notice given may be terminated at any time prior to or at the consummation of the Closing, be terminatedas follows:
(a) by either Buyer and Acquisition or Seller mutual written consent of the Company, the Sellers and the Buyer;
(b) by the Company if a material Breach and the Sellers, on the one hand, or the Buyer, on the other hand, if:
(i) the Closing shall not have been consummated on or before December 31, 2010; provided, however, that the right to terminate this Agreement under this clause (b)(i) shall not be available to any Party whose breach of any provision of representation, warranty, covenant or agreement contained in this Agreement has been committed by the other party and such Breach has not been cured cause of or waived within ten (10) days of resulted in the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as failure of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition occur on or before the Closing Datesuch date; or or
(ii) by Seller and a Governmental Body shall have issued an Order or taken any other action, in any case having the Companyeffect of permanently restraining, if any enjoining or otherwise prohibiting the sale of the conditions in Section 8 has not been satisfied of Shares by the Closing Date Sellers to the Buyer or if satisfaction of such a condition the payment therefor by the Buyer, which Order or other action is or becomes impossible (other than through the failure of Seller final and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Datenon-appealable;
(c) by mutual consent of Buyer and Acquisition and Seller the Company and the CompanySellers if:
(i) there has been a material breach by the Buyer of any representation, warranty, covenant or agreement contained in this Agreement, such that any condition set forth in Section 8.1 or Section 8.2 would not be satisfied, and such condition has not been cured in accordance with Section 10.2 or waived by the Company and the Seller Representative; or
(ii) any condition set forth in Section 8 becomes incapable of fulfillment other than as a result of a breach by the Company or any Seller of any representation, warranty, covenant or agreement contained in this Agreement, and such condition has not been cured in accordance with Section 10.2 or waived by the Company and the Seller Representative; or
(d) by either the Buyer and Acquisition or Seller and if:
(i) there has been a breach by the Company if the Closing or any Seller of any representation, warranty, covenant or agreement contained in this Agreement, such that any condition set forth in Section 9.1 or Section 9.2 would not be satisfied, and such condition has not occurred been cured in accordance with Section 10.2 or waived by the Buyer; or
(ii) any condition in Section 9 becomes incapable of fulfillment other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of a breach by the other party's failure to comply with its obligations under Buyer of any representation, warranty, covenant or agreement contained in this Agreement, and such condition has not been cured in accordance with Section 10.2 or waived by the terminating party's right to pursue all legal remedies will survive such termination unimpairedBuyer.
Appears in 1 contract
Sources: Stock Purchase Agreement (Esterline Technologies Corp)
Termination Events. This Agreement maySubject to Section 9.2, the Parties, by written notice given prior to or at the Closing, be terminatedare permitted to terminate this Agreement as follows:
(a) by either Buyer mutual written agreement of Parent and Acquisition the Company;
(b) by Parent or Seller and the Company if a material Breach any Governmental Authority has enacted, issued, promulgated, enforced or entered any Legal Requirement that is in effect (and, with respect to any Order, such Order is final and non‑appealable) and has the effect of restraining or prohibiting the consummation of the Transactions, otherwise making the Transactions illegal, or causing any provision of the Transactions to be rescinded following the Closing;
(c) by Parent if any of the representations by the Company in this Agreement is inaccurate or the Company has been committed breached any of its representations, warranties, covenants, obligations or agreements set forth in this Agreement, in each case, such that the conditions set forth in Section 7.2 could not be satisfied by the other party Outside Date and such Breach inaccuracy or breach has not been waived in writing by Parent or such breach has not been cured or waived by the Company within ten (10) days after the Company’s receipt of written notice thereof from Parent, except that the date right to terminate this Agreement under this Section 9.1(c) is not to be available to Parent if Parent is in material breach of notification of such Breach;
(i) by Buyer and Acquisition if this Agreement so as to cause any of the conditions set forth in Section 7 has 7.1 or Section 7.3 not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Datebe satisfied; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or66
(d) by either Buyer the Company if any of the representations by Parent in this Agreement is inaccurate or Parent has breached any of its representations, warranties, covenants, obligations or agreements set forth in this Agreement, in each case, such that the conditions set forth in Section 7.3 could not be satisfied by the Outside Date and Acquisition such inaccuracy or Seller and breach has not been waived in writing by the Company or such breach has not been cured by Parent within ten (10) days after Parent’s receipt of written notice thereof from the Company, except that the right to terminate this Agreement under this Section 9.1(d) is not to be available to the Company if the Company is in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied; or
(e) by Parent or the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30February 8, 1998, 2016 (the “Outside Date”) or such later date as Parent or the parties may Company mutually agree upon. A party's right of termination under Section 9.1 upon in writing, unless the terminating Party is in addition material breach of this Agreement, except that the right to any other rights it may have terminate this Agreement under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations 9.1(e) is not satisfied as a result of the other party's failure to comply with be available to (i) Parent if Parent has breached its obligations under this AgreementAgreement in any manner that primarily contributed to the occurrence of the event that gave rise to the termination right under this Section 9.1(e), or (ii) the terminating party's Company if the Company has breached any of its obligations under this Agreement in any manner that primarily contributed to the occurrence of the event that gave rise to the termination right to pursue all legal remedies will survive such termination unimpairedunder this Section 9.1(e).
Appears in 1 contract
Termination Events. This Agreement may, by notice given may be terminated and the Transactions may be abandoned at any time prior to or at the Closing, be terminated:
(a) by either Buyer mutual written consent of the Sellers and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed Purchaser;
(b) by the other party and such Breach has Sellers or Purchaser so long as neither the Sellers, on the one hand or Purchaser, on the other, is not been cured or waived within ten (10) days then in material breach of the date of notification of such Breach;their respective obligations hereunder, if
(i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has shall not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not have occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive2003; provided, however, that if the right to terminate this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions under this Section 10.01 shall not be available to the terminating party's obligations is not satisfied Sellers or Purchaser, as a result of the other case may be, if such party's failure to comply fulfill any obligation under this Agreement has been a cause of or resulted in the failure of the Transactions to occur on or before such date; or
(ii) Sellers fail to receive shareholder approval in accordance with Section 5.13; or
(iii) Sellers approve or recommend to the shareholders of Sunland a bona fide Acquisition of the Assets or the Business to a Person other than the Purchaser solely in accordance with Section 5.12(b).
(c) by the Sellers so long as neither Seller is then in material breach of their respective obligations hereunder, if any of the Conditions to Closing set forth in Article VIII shall not have been satisfied and are incapable of being satisfied by September 30, 2003;
(d) by Purchaser so long as Purchaser is not then in material breach of its obligations under this Agreementhereunder, if
(i) any of the terminating party's right Conditions to pursue all legal remedies will survive such termination unimpairedClosing set forth in Article VII shall not have been satisfied and are incapable of being satisfied by September 30, 2003; or
(ii) Sellers approve or recommend to the shareholders of Sunland a bona fide Acquisition of the Assets or the Business to a Person other than the Purchaser solely in accordance with Section 5.12(b).
Appears in 1 contract
Sources: Asset Purchase Agreement (Sunland Entertainment Co Inc)
Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows:
(a) by either Buyer and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions condition in Section 7 Article VII has not been satisfied as of the Closing Date July 31, 2006 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) ), and Buyer has not waived such condition on or before the Closing Date; or such date;
(iib) by the Seller and the Company, Representative if any of the conditions condition in Section 8 Article VIII has not been satisfied as of the Closing Date July 30, 2006 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of any Seller and the Company to comply with their its obligations under this Agreement) ), and the Seller Representative has not waived such condition on or before the Closing Datesuch date;
(c) by mutual consent of Buyer and Acquisition and the Seller and the Company; orRepresentative;
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30July 31, 19982006, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 , unless the Buyer is in addition material Breach of this Agreement;
(e) by the Seller Representative if the Closing has not occurred on or before July 30, 2006, or such later date as the parties may agree upon, unless any Seller is in material Breach of this Agreement;
(f) by Buyer (or the Seller Representative) if a second request for information is made by any Governmental Body under authority granted by or pursuant to the HSR Act (provided that such termination right may only be exercised for ten (10) days following receipt of the second request for information); or
(g) by Buyer or the Seller Representative if, at the end of any other rights it may have under this Agreement or otherwiseNegotiation Period, the exercise of a right of termination will Parties have not be an election of remedies. If this Agreement is terminated pursuant reached agreement as to Section 9.1, all further obligations the resolution of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, Open Issue as to which that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedNegotiating Period relates.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior The Term and all rights of ▇▇▇▇▇▇ hereunder or otherwise as an employee of Data Storage will terminate (except as otherwise expressly provided in this Article 7) upon the earliest to or at occur of the Closing, be terminatedfollowing events:
(ai) the death of ▇▇▇▇▇▇;
(ii) the Disability of ▇▇▇▇▇▇, immediately upon Notice from Data Storage to ▇▇▇▇▇▇. For purposes of this Agreement, the term "Disability" means ▇▇▇▇▇▇’ incapacity due to any physical, psychological or mental illness, condition, impairment, restriction or incapacity such that he is or will be substantially unable to perform the essential functions of his assigned duties hereunder for a period of at least ninety (90) consecutive days or one hundred twenty (120) days during any twelve-month period;
(iii) the termination of ▇▇▇▇▇▇’ employment by either Buyer and Acquisition Data Storage for Cause, immediately upon Notice from Data Storage to ▇▇▇▇▇▇ or Seller and at such later time as such Notice may specify. For purposes of this Agreement, the Company if a material Breach of any provision term "Cause" means: (A) ▇▇▇▇▇▇’ breach of this Agreement has been committed by the (other party than a breach described in clauses (B) through (I) of this Section 7(a)(iii)) and such Breach breach, if curable, has not been cured or waived within ten (10) days of after Notice to ▇▇▇▇▇▇ thereof specifying in reasonable detail the date of notification nature of such Breach;
breach; (iB) by Buyer ▇▇▇▇▇▇’ willful neglect, refusal or failure to perform diligently any lawful direction of an Officer or to comply with any written policy of Data Storage and Acquisition if any of the conditions in Section 7 such willful neglect, refusal, failure or non-compliance has not been satisfied as of cured within ten (10) days after Notice to ▇▇▇▇▇▇ thereof specifying in reasonable detail the Closing Date or if satisfaction nature of such willful neglect, refusal, failure or non-compliance; (C) ▇▇▇▇▇▇’ conviction of, the indictment for (or its procedural equivalent), or the entering of a condition is guilty plea or becomes impossible plea of no contest with respect to, any felony or any crime involving dishonesty, fraud, embezzlement or moral turpitude; (D) ▇▇▇▇▇▇’ illegal or improper use of controlled substances and/or excessive use of alcohol; (E) ▇▇▇▇▇▇’ commission of an act of theft, dishonesty, fraud or embezzlement of any goods or property of Data Storage or its Affiliates; (F) ▇▇▇▇▇▇’ engaging in and/or having been found liable for or guilty of any discrimination or sexual harassment with respect to employees, clients, investors, suppliers, vendors or other than through business partners of Data Storage or its Affiliates; (G) the failure appropriation (or attempted appropriation) of Buyer a material business opportunity of Data Storage or its Affiliates, including attempting to comply secure or securing any personal profit or other personal benefit in connection with any transaction entered into on behalf of Data Storage or its obligations under this AgreementAffiliates; (H) and Buyer has not waived such condition except as previously approved in writing by Data Storage, any actions in any capacity taken in furtherance of, or on behalf or before for the Closing Datebenefit of any Person engaged in, any Competitive Activity; or (iiI) any violation of Sections 9 or 10 hereof by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company▇▇▇▇▇▇; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived or cured or waived within ten fifteen (1015) days of the date of notification following written notice of such Breach;
(i) by Buyer and Acquisition if any of the conditions in Section 7 has have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanySeller, if any of the conditions in Section 8 has have not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their his obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; orSeller;
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998May 14, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 upon in writing;
(e) by Buyer if (i) the Acquired Companies' 12-month trailing EBITDA through November 30, 2003, as determined in accordance with Exhibit 9.1(e) hereto is in addition to any other rights it may have under this Agreement less than Ten Million, Six Hundred Eighty Thousand Dollars ($10,680,000); or otherwise, (ii) the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated auditor selected pursuant to Section 9.1, all further obligations 6.4 hereof is unable to deliver an unqualified audit opinion with respect to the November 30 Financials; or
(f) by Seller if the additional One Million Dollars ($1,000,000) referenced in Section 2.3 hereof is not deposited with the Earnest Money Escrow Agent within twenty-four (24) hours of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under execu▇▇▇▇ ▇▇ this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, may be terminated:
(a) by either the Buyer if the Buyer is not then in material breach of any provision of this Agreement and Acquisition a material breach of any provision of this Agreement has been committed by any Seller or Seller and the Company and such breach has not been either (i) waived in writing, or (ii) cured within ten (10) days after notice of such breach is delivered by the Buyer to the Sellers’ Representative;
(b) by the Sellers’ Representative if no Seller or the Company is then in material breach of any provision of this Agreement and a material Breach breach of any provision of this Agreement has been committed by the other party Buyer and such Breach breach has not been either (i) waived in writing, or (ii) if capable of being cured, cured or waived within ten (10) days of the date of notification after notice of such Breachbreach is delivered by the Sellers’ Representative to the Buyer;
(ic) by the Buyer and Acquisition if any of the conditions precedent set forth in Section 7 has 9.01 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of the Closing Date August 31, 2018 or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Closing Date; or such date;
(iid) by Seller and the Company, Sellers’ Representative if any of the conditions precedent set forth in Section 8 has 9.02 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of the Closing Date August 31, 2018 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Sellers or the Company to comply with their respective obligations under this Agreement) and Seller has the Sellers’ Representative or the Company (as appropriate) have not waived such condition on or before the Closing Datesuch date;
(ce) by mutual consent the Buyer if, since the date of Buyer and Acquisition and Seller and the Companythis Agreement there has been, or there has occurred any event which would be reasonably likely to result in, any Material Adverse Effect; or
(df) by either Buyer and Acquisition or Seller mutual written agreement of the Buyer, on the one hand, and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) Sellers’ Representative, on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedhand.
Appears in 1 contract
Sources: Stock Purchase Agreement (Evoqua Water Technologies Corp.)
Termination Events. This (a) Notwithstanding anything to the contrary in this Agreement, this Agreement may, by notice given may be terminated and the transactions contemplated under this Agreement abandoned at any time prior to or at the Closing, be terminated:
(ai) by either Buyer mutual written consent of the Seller Representative and Acquisition or Seller and Buyer; or
(ii) if the Company if a Sellers are not then in material Breach breach of any provision of this Agreement has been committed Agreement, by the Seller Representative if Buyer shall have breached or failed to perform any of its representations, warranties, covenants or other party agreements contained in this Agreement, which breach or failure to perform (x) would result in the failure of a condition set forth in Section 4.1 or Section 4.3 and such Breach has (y) cannot been be cured or waived within ten (10) days of by the date of notification of such Breach;End Date; or
(iiii) if Buyer is not then in material breach of any provision of this Agreement, by Buyer if any Seller shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (x) would result in the failure of a condition set forth in Section 4.1 or Section 4.2, and (y) cannot be cured by the End Date; or
(iv) by Buyer and Acquisition the Seller Representative if (A) any of the conditions set forth in Section 7 4.1 shall have become incapable of fulfillment due to (1) the final and nonappealable entry of any order preventing or enjoining the transactions contemplated under this Agreement or (2) the final and nonappealable entry of any Legal Restraint preventing the transactions contemplated under this Agreement or (B) the Closing has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition occurred on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing End Date or if satisfaction of such a condition is or becomes impossible (other than through as a result of the failure of Seller and the Company Sellers to comply fully with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company); or
(dv) by either Buyer if (A) any of the conditions set forth in Section 4.1 shall have become incapable of fulfillment due to (1) the final and Acquisition nonappealable entry of any order preventing or Seller enjoining the transactions contemplated under this Agreement or (2) the final and nonappealable entry of any Legal Restraint preventing the Company if transactions contemplated under this Agreement or (B) the Closing has not occurred on or before the End Date (other than through as a result of the failure of any party seeking to terminate this Agreement Buyer to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired).
Appears in 1 contract
Sources: Stock Purchase Agreement (Nexeo Solutions Holdings, LLC)
Termination Events. This Agreement may, by written notice ------------------ given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(i1) by Buyer and Acquisition if any of the conditions in Section 7 8.1 has not been ----------- satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii2) by Seller and the CompanySellers, if any of the conditions in Section 8 ------- 8.2 has not been satisfied as of the Closing Date or if satisfaction of such a --- condition is or becomes impossible (other than through the failure of Seller and the Company Sellers to comply with their its obligations under this Agreement) and Seller has Sellers have not waived such condition on or before the Closing Date;; provided, however, that in the -------- ------- event all of the conditions in Section 8.1 and Section 8.2 have been satisfied ----------- ----------- except (A) solely the condition with respect to obtaining any required consents, authorizations or required approvals under the HSR Act as set forth in Section ------- 8.1(c) and Section 8.2(c), respectively, and (B) such failure was not due to any ------ -------------- unreasonable delay by the non-terminating party in making any filings required under the HSR Act, such Closing Date shall be automatically extended to such date that is ten (10) days after the expiration or termination of any applicable waiting period under the HSR Act without action by the FTC or the Antitrust Division to prevent consummation of this Agreement; provided, however, that in -------- ------- no event shall such Closing Date be extended beyond August 1, 1998 unless extended by the mutual agreement of Buyer and Sellers.
(c) by mutual written consent of Buyer and Acquisition and Seller and the CompanySellers; or
(d) by either Buyer and Acquisition or Seller and the Company Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30July 10, 1998, 1998 or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is upon in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survivewriting; provided, however, -------- ------- that if this Agreement is the Closing has not occurred (1) solely because any applicable waiting period under the HSR Act shall not have expired or terminated by a party because of a breach of the Agreement and (2) did not result from any unreasonable delay by the other non-terminating party in making any filings required under the HSR Act, such date shall be automatically extended such date that is ten (10) days after the expiration or because one termination of any applicable waiting period under the HSR Act without action by the FTC or more the Antitrust Division to prevent consummation of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement; provided, however, -------- ------- that in no event shall such date be extended beyond August 1, 1998 unless extended by the terminating party's right to pursue all legal remedies will survive such termination unimpairedmutual agreement of Buyer and Sellers.
Appears in 1 contract
Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Purchaser if (i) there is a material Breach of any provision covenant or obligation of this Agreement has been committed by the other party Seller and such Breach has shall not have been cured or waived within ten days after the delivery of notice thereof to the Seller, or (10ii) days the Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 6 has become impossible or impractical (other than as a result of any failure on the part of the date of notification of such BreachPurchaser to comply with or perform its covenants and obligations set forth in this Agreement);
(b) by the Seller if (i) by Buyer and Acquisition if there is a material Breach of any covenant or obligation of the conditions Purchaser and such Breach shall not have been cured within ten days after the delivery of notice thereof to the Purchaser, or (ii) the Seller reasonably determines that the timely satisfaction of any condition set forth in Section 7 has not been satisfied as of the Closing Date become impossible or if satisfaction of such a condition is or becomes impossible impractical (other than through as a result of any failure on the failure part of Buyer the Seller to comply with its obligations under or perform any covenant or obligation set forth in this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date);
(c) by mutual consent the Purchaser if the Closing has not taken place on or before September 15, 2009 (other than as a result of Buyer any failure on the part of the Purchaser to comply with or perform its covenants and Acquisition and Seller and the Company; orobligations under this Agreement);
(d) by either Buyer and Acquisition or the Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) taken place on or before September 3015, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any 2009 (other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied than as a result of any failure on the other party's failure part of the Seller to comply with its obligations under or perform any covenant or obligation set forth in this Agreement, );
(e) by either the terminating party's right to pursue all legal remedies will survive such termination unimpairedSeller or the Purchaser if any permanent injunction or other Order of a Governmental Body preventing the consummation of the Transactions shall have become final and nonappealable; or
(f) by the mutual written consent of the Purchaser and the Seller.
Appears in 1 contract
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Purchaser, if a any material Breach of any provision of the representations, warranties or covenants of Seller set forth in this Agreement has been committed by the other party Seller and such Breach has not been (i) waived by Purchaser or (ii) cured or waived by Seller within ten fifteen (1015) days following Seller’s receipt of the date of notification written notice of such BreachBreach from Purchaser;
(b) by Seller, if any material Breach of any of the representations, warranties, or covenants of Purchaser set forth in this Agreement has been committed by Purchaser and such Breach has not been (i) waived by Buyer and Acquisition Seller or (ii) cured by Purchaser within fifteen (15) days following Purchaser’s receipt of written notice of such Breach from Seller;
(c) by Purchaser, if any of the conditions in Section 7 6.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or ;
(iid) by Seller and the CompanySeller, if any of the conditions in Section 8 6.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their its obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(ce) by mutual written consent of Buyer Purchaser and Acquisition and Seller and the CompanySeller; or
(df) by either Buyer and Acquisition Purchaser or Seller and the Company Seller, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 19982010, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is upon in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedwriting.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Eastern Insurance Holdings, Inc.)
Termination Events. This Agreement may, by notice given and the transactions contemplated hereby may be terminated and abandoned at any time prior to or at the Closing, be terminatedClosing Date as follows:
(a) by either Buyer and Acquisition or Seller and the Company Purchaser if a material Breach breach of any provision of this Agreement has been committed by the other party Seller and such Breach (i) Seller has not been cured or waived such breach within ten thirty (1030) days of written notice from the date of notification of Purchaser; or (ii) Purchaser has not waived such Breachbreach;
(b) by the Seller if a material breach of any provision of this Agreement has been committed by the Purchaser and (i) Purchaser has not cured such breach within thirty (30) days of written notice from the Seller; or (ii) Seller has not waived such breach;
(c) by Buyer and Acquisition the Purchaser if any of the conditions in Section 7 9 has not been satisfied as of the Closing Date after written notice and opportunity to cure has been given to the Seller as provided in Section 12.1(a), or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer the Purchaser to comply with its obligations under this Agreement) and Buyer the Purchaser has not waived such condition on or before the Closing Date; or . The parties agree that with respect to a termination by Purchaser based on the non-satisfaction of the condition specified in Section 9.1 due to Seller’s breach of the representation set forth in Section 4.5(b), the representation deemed to have been made by the Seller under Section 4.5(b) shall be as follows: “The Plant and the other Assets are in material compliance with all Spanish Environmental Laws and Permits for Environmental Matters.” For purposes of the above sentence, “material” is defined as a breach which affects the value of the Assets by more than 100,000 United States Dollars;
(iid) by Seller and the CompanySeller, if any of the conditions in Section 8 has not been satisfied as of the Closing Date after written notice and opportunity to cure has been given to the Purchaser as provided in Section 12.1(b), or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller and the Company to comply with their its obligations under this Agreement) and the Seller has not waived such condition on or before the Closing Date;; or
(ce) by mutual consent of Buyer and Acquisition and Seller the Purchaser and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking Seller. Any right to terminate this Agreement in accordance with this Section 12.1 may only be exercised by written notice given by the terminating party to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree uponother party. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by requesting the other party to cure in this Section (a) through (d) may not object to a Closing Date later than November 5, 2003, until the thirty (30) day cure period as provided above has expired or because one or more the requesting party has waived the requirement to cure. Each party agrees to provide the written notice of breach provided above as soon as practicable following discovery of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedbreach.
Appears in 1 contract
Sources: Asset Purchase Agreement (Advanced Medical Optics Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) 11.1.1 by either Buyer and Acquisition or Seller mutual consent of the Acquiror and the Company if a material Breach of any provision of this Agreement has been committed Shareholders (acting jointly);
11.1.2 by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breach;
(i) by Buyer and Acquisition Acquiror, if any of the conditions in Section 7 has 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer the Acquiror to comply with its obligations under this Agreement) and Buyer the Acquiror has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanyShareholders (acting jointly), if any of the conditions in Section 8 has 10 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company any Shareholder to comply with their its obligations under this Agreement) and Seller has the Shareholders (acting jointly) have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) 11.1.3 by either Buyer and Acquisition the Acquiror or Seller and the Shareholders (acting jointly), if there shall have been entered a final, nonappealable order or injunction of any Governmental Authority restraining or prohibiting the consummation of the transactions contemplated hereby;
11.1.4 by the Acquiror, if, prior to the Closing Date, the Company if the Closing has not occurred (other than through the failure or any Shareholder is in material breach of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on representation, warranty, covenant or before September 30, 1998, or agreement herein contained and such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will breach shall not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations cured within 10 days of the parties under this Agreement terminate, except date of notice of default served by the obligations in Section 11.1 and 11.3 will surviveAcquiror claiming such breach; provided, however, that if the right to terminate this Agreement pursuant to this Section 11.1.4 shall not be available to the Acquiror if the Acquiror is terminated by a party because of a in material breach of this Agreement at the Agreement by the other party or because one or more time notice of the conditions to the terminating party's obligations termination is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.delivered;
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition PRG or Seller and the Company if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(b) (i) by Buyer and Acquisition PRG if any of the conditions in Section Article 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer PRG to comply with its obligations under this Agreement) and Buyer PRG has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanySeller, if any of the conditions in Section Article 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent PRG in the event that Included Assets having a value [book/market?], individually or in the aggregate, exceeding $200,000 are destroyed or damaged by casualty or otherwise, stolen or lost, or the real property that is the subject of Buyer and Acquisition and Seller and the Company; orRolling ▇▇▇▇▇▇▇ Lease is substantially destroyed or damaged by casualty or otherwise;
(d) by mutual consent of PRG and Seller; or
(e) by either Buyer and Acquisition PRG or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 199810 business days from the date hereof, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Acquisition Agreement (Production Resource Group LLC)
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition the Company, if any representation or Seller and warranty of DePuy or Merger Sub is untrue in any material respect when made, except that, if any such breach is curable by DePuy or Merger Sub through the exercise of its reasonable Best Efforts, then, for 30 days, the Company if a material Breach of any provision of may not terminate this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such BreachAgreement;
(b) by DePuy, if any representation or warranty of the Company is inaccurate in any material respect when made, except (i) to the extent that any inaccuracies, individually or in the aggregate, will not result in a Material Adverse Effect or (ii) that, if any such breach is curable by Buyer and Acquisition the Company through the exercise of its reasonable Best Efforts, then, for 30 days, DePuy may not terminate this Agreement;
(c) by DePuy if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer DePuy to comply with its obligations under this Agreement) and Buyer DePuy has given Company written notice of DePuy's intent to terminate at least 30 days before the effective date of the proposed termination, and the Company has not waived such satisfied the condition nor provided reasonable assurances that the condition will, in due course, be satisfied on or before the Closing Date; or ;
(iid) by Seller and the Company, Company if any of the conditions in Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their its obligations under this Agreement) and Seller the Company has given DePuy written notice of the Company's intent to terminate at least 30 days before the effective date of the proposed termination, and DePuy has not waived such satisfied the condition nor provided reasonable assurances that the condition will, in due course, be satisfied on or before the Closing Date;
(ce) by mutual consent of Buyer and Acquisition and Seller DePuy and the Company; or
(df) by either Buyer and Acquisition DePuy or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30the 120th day following the date hereof, or, if a second request for information is made by the FTC or the Antitrust Division under the HSR Act, December 31, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Merger Agreement (Depuy Inc)
Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows:
(a) by either Buyer and Acquisition or Seller and the Company Buyer, if a material Breach of any provision of this Agreement has been committed by the other party Company or Seller and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breachby Buyer;
(ib) by Buyer, if its due diligence investigation indicates that any of the information provided for in the Agreement or in any of the information provided by the Seller or the Company is inaccurate, incomplete or untrue in any way, or if such due diligence investigation reveals any facts, circumstances, liabilities or conditions that, in such party's discretion, may adversely affect the value or prospects of the Shares or the Company or that may expose the Company to any liability not heretofore fully disclosed to Buyer; or
(c) by the majority of Sellers, if a material Breach of any provision of this Agreement has been committed by Buyer and Acquisition such Breach has not been waived by Sellers' Agent or the Company;
(d) by Buyer, if any of the conditions condition in Section Article 7 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.2 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) ), and Buyer has not waived such condition on or before the Closing Date; or such date;
(iie) by Seller and the CompanySellers, if any of the conditions condition in Section Article 8 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.2 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Company or the Seller and the Company to comply with their obligations under this Agreement) ), and Seller Company has not waived such condition on or before the Closing Datesuch date;
(cf) by mutual consent of Buyer Buyer, the Sellers, and Acquisition and Seller and the Company; or;
(dg) by either Buyer and Acquisition or Seller and the Company Buyer, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998ninety (90) days after the date hereof, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 , unless the Buyer is in addition to any other rights it may have under material Breach of this Agreement Agreement; or
(h) by the Sellers, if the Closing has not occurred on or otherwisebefore ninety (90) days after the date hereof, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of or such later date as the parties under this Agreement terminatemay agree upon, except unless any of Seller or the obligations Company is in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because material Breach of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Share Purchase Agreement (Pay88)
Termination Events. This Agreement may, by notice given prior to or at the Closingwritten notices, be terminated:
(a) at any time prior to Closing by the mutual written consent of Acquiror and Target;
(b) by either Buyer and Acquisition Acquiror or Seller Target if the Closing shall not have occurred on or before October 22, 1998 or such later date as Acquiror and the Company Target may agree upon;
(c) by either Acquiror or Target if there shall have been entered a final, nonappealable order or injunction of any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby;
(d) by either Acquiror or Target if, prior to the Closing Date, any other Party is in material Breach of any provision of this Agreement has been committed by the other party representation, warranty, covenant or agreement herein contained and such Breach has shall not been be cured or waived within ten fifteen (1015) days of the date of notification notice of default served by the Party claiming such Breach;material default; provided that such terminating Party shall not also be in material Breach of this Agreement at the time notice of termination is delivered; or
(e) (i) by Buyer and Acquisition Acquiror if any of the conditions in Section Sections 5 or 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Acquiror to comply with its obligations under this Agreement) and Acquiror has not waived such condition or before the Closing Date; or (ii) by Target, if any of the conditions in Sections 5 or 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Target to comply with its obligations under this Agreement) and Buyer Target has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminatedWithout limiting any other provision of this deed:
(a) either party (non-defaulting party) may terminate this deed by either Buyer and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed by notice in writing to the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breach;party:
(i) if the End Date has passed before the Transaction has been implemented (other than as a result of a breach by Buyer the terminating party of its obligations under this deed);
(ii) if each of the following has occurred:
(A) the other party (defaulting party) is in breach of a material provision of this deed at any time prior to 8:00am on the Second Court Date;
(B) the non-defaulting party has given notice to the defaulting party setting out the relevant circumstances of the breach and Acquisition stating an intention to terminate this deed; and
(C) the relevant circumstances have continued to exist five Business Days (or any shorter period ending at 8:00am on the Second Court Date) from the time the notice in clause 7.1(a)(ii)(B) is given;
(iii) if the required majorities of Piedmont Shareholders do not approve the Scheme at the Scheme Meeting;
(iv) if any of the conditions Conditions Precedent in Section 7 has not been clause 3.1 is incapable of being satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible fulfilled (other than through as a result of a breach by the failure terminating party of Buyer to comply with its obligations under this Agreementdeed); or
(v) if a Court or other Regulatory Authority has issued an order, decree or ruling or taken other action that permanently restrains or prohibits the Transaction and Buyer that order, decree, ruling or other action has become final and cannot waived such condition on be appealed;
(b) US Holdco may terminate this deed by notice in writing to Piedmont if a Piedmont Director:
(i) fails to recommend, recommends against, withdraws or before adversely modifies or qualifies their recommendation of the Closing DateScheme or the Transaction; or or
(ii) by Seller and makes any public statement to the Companyeffect that the Scheme is not, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;no longer, recommended; and
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to may terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that agreement if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions consents to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaireddo so and both parties confirm it in writing.
Appears in 1 contract
Sources: Scheme Implementation Deed
Termination Events. This Agreement may, by notice given prior The Parties’ obligations to or at effect the Closing, Closing may be terminated:terminated (each a “Termination Event”):
(a) by either Buyer and Acquisition or Seller By the mutual written consent of each of the Sellers and the Company Purchaser; or
(b) By any of the Sellers or the Purchaser if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has Closing Date does not been cured occur on or waived within ten before the date (10the “Outside Date”) that is ninety (90) days of after the date of notification of such Breach;
this Agreement, extendable by the Purchaser or the Sellers for up to two additional ninety (i90) day periods by Buyer and Acquisition written notice provided to the other Parties at least three (3) Business Days prior to the Outside Date or as may otherwise be agreed by the Parties in writing; provided, however, that the right to terminate this Agreement under this subclause (b) shall not be available to a Party if any of the conditions in Section 7 has not been satisfied as failure of the Closing Date to occur on or if satisfaction of such a condition is or becomes impossible (other than through before the Outside Date was primarily due to the failure of Buyer such Party to comply with perform any of its obligations under this Agreement; or
(c) and Buyer has By the Purchaser, if at such time the Purchaser is not waived such condition on or before the Closing Date; or (ii) by Seller and the Companyin material breach of its obligations under this Agreement, if any of the conditions Sellers has breached any representation or warranty of the Sellers or failed to perform any covenant or agreement of the Sellers contained herein, and in each case such breach would cause the condition set forth in Section 8 has 7.02(a), Section 7.02(b) or Section 7.02(c), as applicable, not been satisfied of the Closing Date or if satisfaction of to be satisfied, and such a condition is or becomes impossible (other than through incapable of being satisfied by the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Outside Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and By the Company Sellers, if at such time the Closing has Sellers are not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a material breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its their obligations under this Agreement, if any of the terminating party's right Purchasers has breached any representation or warranty of the Purchasers or failed to pursue all legal remedies will survive perform any covenant or agreement of the Purchasers contained herein, and in each case such termination unimpairedbreach would cause the condition set forth in Section 7.01(a), Section 7.01(b) or Section 7.01(c), as applicable, not to be satisfied, and such condition is incapable of being satisfied by the Outside Date; or
(e) By either the Sellers or the Purchaser if consummation of the transactions contemplated hereby would violate any non-appealable final Governmental Order, decree or judgment of any Governmental Entity having competent jurisdiction.
Appears in 1 contract
Termination Events. This Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may, by notice given prior to or at may be terminated and the Closing, transactions contemplated herein may be terminatedabandoned:
(a) by either Buyer and Acquisition mutual consent of the parties hereto;
(b) after August 15, 2001 (the "Outer Date"), by any party by notice to the other party if the Closing shall not have been consummated on or Seller and prior to the Company if Outer Date other than for a material Breach reason specified in Section 10.1(e); provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available (i) to any party whose breach of any provision of obligation under this Agreement has been committed by the other party and such Breach has not been cured cause of, or waived within ten (10) days of resulted in, the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as failure of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition occur on or before the Closing Date; such date or (ii) by Seller and in the Company, if any of the conditions in Section 8 has not been satisfied of event that the Closing Date or shall not have occurred as a result of a failure of any representation to be true and correct, (A) if satisfaction the terminating party knew of such a condition is failure prior to the date of this Agreement on the basis of written information from the other party or becomes impossible (other than through B) to the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived party who made such condition on or before the Closing Date;representation; or
(c) after May 31, 2001, (the "Inner Date"), by mutual consent Seller by notice to Purchaser if, as of Buyer the Inner Date, (i) the condition set forth in Section 7.1(b)(ii) shall not have been satisfied, or (ii) the United States Federal Trade Commission (the "FTC") or the Antitrust Division of the United States Department of Justice (the "DOJ"), on the one hand, and Acquisition and Seller Purchaser, on the other hand, shall not have entered into an agreement with respect to a negotiated settlement of the FTC's or the DOJ's objections, if any, to the Purchase and the Companyother transactions contemplated by this Agreement; provided, however, that Seller shall not be entitled to terminate this Agreement or abandon the transactions contemplated herein pursuant to this Section 10.1(c) if Seller is not in substantial compliance with any formal request for additional information or documentary material under the HSR Act; or
(d) after the Inner Date, by either Buyer Seller by notice to Purchaser if, as of the Inner Date, the conditions set forth in Section 7.1(c) shall not have been satisfied. 64 60
(e) after the Outer Date, by any party by notice to the other party if the condition set forth in Section 7.1(b)(ii) or the condition set forth in Section 7.1(c) shall not have theretofore been satisfied or the FTC or the DOJ, on the one hand, and Acquisition Purchaser, on the other hand, shall not have entered into an agreement with respect to a negotiated settlement of the FTC's or Seller the DOJ's objections, if any, to the Purchase and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under transactions contemplated by this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if no party shall be entitled to terminate this Agreement is terminated by a party because or abandon the transactions contemplated herein pursuant to this Section 10.1(e) in the case of a breach termination other than on account of the Agreement by the other party or because one or more failure of the conditions condition set forth in Section 7.1(c) to the terminating party's obligations be satisfied if such party is not satisfied as in substantial compliance with any formal request for additional information or documentary material under the HSR Act.
(f) by any party, if a result final order, decree or ruling enjoining or otherwise prohibiting any of the other party's failure to comply with its obligations under transactions contemplated by this AgreementAgreement has been issued by (i) any federal or state court in the United States having jurisdiction or (ii) any similar court or Governmental Authority in the European Union (unless such order, the terminating party's right to pursue all legal remedies will survive such termination unimpaireddecree or ruling has been withdrawn, reversed or otherwise made inapplicable).
Appears in 1 contract
Sources: Asset Purchase Agreement (Agilent Technologies Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company if upon (i) a material Breach of any provision of this Agreement has been committed failure by the other party Party to perform any of its duties or obligations under this Agreement when and such Breach has as due which is not been cured within thirty (30) calendar days after receipt of written notice thereof from the other Party, or waived within ten (10ii) days an inaccuracy in any material respect of any representation, warranty, certification or other statement made by the date of notification of such Breachother Party herein or in any other document contemplated hereby or in any statement or certificate at any time given by a Party in writing pursuant hereto or thereto or in connection herewith or therewith at the time made or deemed to be made;
(i) by Buyer and Acquisition if satisfaction of any of the conditions in Section 7 Article VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes become impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not previously waived such condition on or before the Closing Datecondition; or (ii) by Seller and the Company, if satisfaction of any of the conditions in Section 8 Article VIII has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes become impossible (other than through the failure of Seller and the Company to comply with their its obligations under this Agreement) and Seller has not previously waived such condition on or before the Closing Date;
(ci) by mutual consent Buyer if default shall have occurred under the PPA or any Ancillary Document (as defined in the PPA), or (ii) in the event that the PPA or any Ancillary Document (as defined in the PPA) shall fail to be in full force and effect in accordance with its terms for any reason, or (iii) Seller or any other Person shall contest the validity or enforceability of Buyer and Acquisition and Seller and the Company; orPPA or any Ancillary Document (as defined in the PPA) or any provision thereof in writing or deny that it has any further liability thereunder;
(d) by either Buyer and Acquisition or Seller and if Buyer is, for any reason, in Buyer’s sole discretion, dissatisfied with the Company if the Closing has not occurred purchase price as determined in accordance with Exhibit 2.10; or
(other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreemente) on or before September 30by Buyer, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired2.3.
Appears in 1 contract
Sources: Option Agreement
Termination Events. This Agreement may, by By notice given prior to or at on the ClosingClosing Date, subject to Section 8.2, this Agreement may be terminatedterminated as follows:
(a) by either Buyer and Acquisition or Seller and the Company Buyers if a material Breach breach of any provision of this Agreement has been committed by any of the Sellers, which breach would give rise, or could reasonably be expected to give rise, to a failure of a condition set forth in Section 6.2, and such breach has not been (i) cured by the Sellers within thirty (30) days of the date of notice of such breach (but only if such breach is susceptible to cure) or (ii) waived by the Buyers;
(b) by the Sellers if a material breach of any provision of this Agreement has been committed by the other party Buyers, which breach would give rise, or could reasonably be expected to give rise, to a failure of a condition set forth in Section 6.3, and such Breach breach has not been (i) cured or waived by the Buyers within ten thirty (1030) days of the date of notification notice of such Breachbreach (but only if such breach is susceptible to cure) or (ii) waived by the Sellers;
(ic) by Buyer and Acquisition Buyers if any of the conditions condition in Section 7 6.2 has not been satisfied as of the Closing Outside Date or if satisfaction of such a condition by the Outside Date is or becomes impossible (other than through the failure of Buyer the Buyers to comply with its their obligations under this Agreement) ), and Buyer has the Buyers have not waived such condition on or before the Closing Date; or such date;
(iid) by Seller and the Company, Sellers if any of the conditions condition in Section 8 6.3 has not been satisfied as of the Closing Outside Date or if satisfaction of such a condition by the Outside Date is or becomes impossible (other than through the failure of Seller and the Company Sellers to comply with their obligations under this Agreement) ), and Seller has the Sellers have not waived such condition on or before the Closing Datesuch date;
(ce) by mutual written consent of Buyer and Acquisition and Seller the Buyers and the Company; orSellers;
(df) by either Buyer and Acquisition the Sellers or Seller and the Company Buyers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998the Outside Date, or such later date as the parties Parties may agree upon. A party's right of termination under Section 9.1 , unless the terminating Party is in addition to material breach of this Agreement; or
(g) by the Sellers or the Buyers, if any other rights it may have under this Agreement permanent injunction or otherwiseAction by any Governmental Authority of competent jurisdiction enjoining, the exercise denying approval of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations or otherwise prohibiting consummation of the parties under this Agreement terminate, except the obligations in Section 11.1 Contemplated Transactions shall become final and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairednonappealable.
Appears in 1 contract
Sources: Asset Purchase Agreement (Volt Information Sciences, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) a. By Buyer for any or all of the reasons specified in, and as permitted by, Section 9.7.b. for an uncured objection to the environmental condition, Section 9.8.b. for an uncured objection to title, Section 9.9.b. for an uncured objection to the Survey, Section 9.10. for a condemnation by either Buyer and Acquisition a Governmental Body, Section 9.16.b. for the failure to obtain the required consents to the assumption of the Rheem Valley Lease, or Seller and Section 9.17.b. based upon an objection to a Schedule.
b. By Sellers, acting together, on the Company one hand, or Buyer, on the other hand, if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(i) by Buyer and Acquisition By Sellers, acting together, if any of the conditions in Section 7 has 10. hereof have not been satisfied as of the Closing Date or if satisfaction of such a condition conditions is or becomes impossible (other than through the failure of Sellers to comply with any of their respective obligations hereunder) and Sellers have not waived such conditions on or before the Closing Date; or
(ii) By Buyer if any of the conditions in Section 11. hereof have not been satisfied as of the Closing Date or if satisfaction of such conditions is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreementhereunder) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual d. By the consent of Buyer Sellers, acting together, on the one hand, and Acquisition and Seller and Buyer, on the Companyother hand;
e. By Sellers, acting together, if the Closing has not occurred (other than through the failure of Sellers to comply fully with their respective obligations under this Agreement) at any time after the Scheduled Closing Date or any extension of the Closing as permitted by Section 5.1; or
(d) by either Buyer and Acquisition f. By Sellers, acting together, on the one hand, or Seller and Buyer, on the Company other hand, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its respective obligations under this Agreement) on or before September 30, 1998within sixty (60) days after the Scheduled Closing Date, or such later date as the parties may in writing agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Asset Purchase Agreement (Paracelsus Healthcare Corp)
Termination Events. This Agreement mayThe following circumstances (each, by notice given prior a “Termination Event”) shall give rise to or at the Closing, be terminatedright for the specified Party (and only the specified Party) to terminate this Agreement:
(a) by either Seller, if Buyer and Acquisition fails to pay or Seller and cause to be paid any amount or amounts in the Company if a material Breach of any provision of aggregate due under this Agreement has been committed by the other party and such Breach has not been cured or waived within that are in excess of USD fifty million (US$50,000,000), for a period of ten (10) days Days or more following the due date of the date relevant invoice;
(b) by Seller, if Buyer fails to comply with Section 15.3 or 21;
(c) by Seller, violation by Buyer of notification Section 25.1;
(d) by the non-violating Party, if a Party violates Section 25.2(b) or breaches the representation and warranty in Section 25.5;
(e) by Seller, if (i) Buyer or any guarantor that has provided a guaranty in support of Assignee Buyer’s obligations hereunder fails to execute any Direct Agreement with Seller’s or its Affiliate’s respective Lenders within sixty (60) Days after Seller’s request thereof, provided that such Direct Agreement complies with the requirements in Sections 21.4.2(a) to (g), or (ii) in connection with any financing, Buyer fails to provide to the Lenders and the Lenders’ Agent any legal opinion that complies with the requirements in Section 21.4.1 within sixty (60) Days after Seller’s request thereof;
(f) by Seller, if a Bankruptcy Event has occurred with respect to Buyer or any guarantor that has provided a guaranty in support of Assignee Buyer’s obligations hereunder;
(g) by Seller, if (i) Buyer or its Affiliate is a Defaulting Partner (as defined in the Partnership Agreement) pursuant to Section 4.3(c)(i) of the Partnership Agreement and the Default Forfeiture Units (as defined in the Partnership Agreement) are Class A Units issued to such Defaulting Partner pursuant to the equity capital contribution agreement entered into by such Defaulting Partner in respect of the Phase 1 Project, and the General Partner exercises its rights pursuant to the Partnership Agreement to cause all such Class A Units to be redeemed or forfeited in accordance with the Partnership Agreement or (ii) Buyer or its Affiliate is a Defaulting Partner (as defined in the Partnership Agreement) pursuant to Section 4.3(c)(ii) of the Partnership Agreement, and the General Partner exercises its rights pursuant to the Partnership Agreement to cause all of such BreachDefaulting Partner’s Class A Units to be redeemed or forfeited in accordance with the Partnership Agreement;
(h) by either Party, if Buyer’s or its Affiliate’s entire interest in the Partnership is redeemed pursuant to Section 4.17 of the Partnership Agreement;
(i) by Buyer and Acquisition Seller, if any Buyer’s or its Affiliate’s entire interest in the Partnership is redeemed pursuant to Section 4.8 of the conditions Partnership Agreement;
(j) by Buyer, if a Bankruptcy Event has occurred in Section 7 has not been satisfied as respect of Seller;
(k) by Buyer, if each of the Closing Date or if satisfaction following conditions have been satisfied: (i) the amount of indebtedness for purposes of constructing the Phase 1 Project (including any such a condition is or becomes impossible (other than through the failure of Buyer indebtedness that has been refinanced from time to comply with its obligations under this Agreementtime) and Buyer has not waived such condition on or before the Closing Date; or been paid in full, (ii) by Buyer or its Affiliate has contributed to the Partnership its entire capital commitment for the Phase 1 Project and (iii) one (1) or more events of Force Majeure affecting Seller and the Company, if any prevent Seller from making available an aggregate quantity of LNG equal to or greater than fifty percent (50%) of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible AACQ during any given twelve (other than through the failure of Seller and the Company to comply with their obligations under this Agreement12) and Seller has not waived such condition on or before the Closing DateMonth period;
(cl) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company Buyer, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations each of the parties under this Agreement terminatefollowing conditions have been satisfied: (i) the amount of indebtedness for purposes of constructing the Phase 1 Project (including any such indebtedness that has been refinanced from time to time) has been paid in full, except (ii) Buyer or its Affiliate has contributed to the obligations Partnership its entire capital commitment for the Phase 1 Project, and (iii) Seller fails to make available an aggregate amount of LNG in accordance with Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach 5.6 resulting in Cargo DoP Quantities totaling more than fifty percent (50%) of the Agreement by the other party or because one or more AACQ in aggregate during any given twelve (12) consecutive Month period of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedTerm.
Appears in 1 contract
Sources: Equity Capital Contribution Agreement (Tellurian Inc. /De/)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Concierge, on the one hand, or W▇▇▇▇▇▇▇▇▇ and Acquisition or Seller and Sellers, on the Company other hand, if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been cured or waived within ten waived; provided, however, that the breaching party shall have thirty (1030) days of from the date of notification receipt of written notice of such Breachbreach from the non-breaching party in which to cure such breach;
(b) (i) by Buyer and Acquisition Concierge if any of the conditions in Section 7 has Article VIII have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Concierge to comply with its obligations under this Agreement) and Buyer Concierge has not waived such condition on or before the Closing Date; or (ii) by Seller W▇▇▇▇▇▇▇▇▇ and the CompanySellers, acting through W▇▇▇▇▇▇▇▇▇, if any of the conditions in Section 8 Article IX has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company Sellers to comply with their obligations under this Agreement) and Seller has Sellers and W▇▇▇▇▇▇▇▇▇ have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Concierge, W▇▇▇▇▇▇▇▇▇ and Acquisition and Seller and the CompanySellers; or
(d) by either Buyer and Acquisition Concierge, on the one hand, or Seller W▇▇▇▇▇▇▇▇▇ and the Company Sellers, on the other hand, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30December 31, 19982016, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is , in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedwriting.
Appears in 1 contract
Sources: Stock Purchase Agreement (Concierge Technologies Inc)
Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may, by notice given may be terminated and the transactions contemplated hereby may be abandoned at any time prior to or at the Closing, be terminated:
(a) by mutual written consent of the Seller Representative and Buyer;
(b) by either the Seller Representative or Buyer by giving written notice to the other Party if the Closing shall not have occurred by August 31, 2007, (such date, the “Initial Termination Date”, and Acquisition as may be extended pursuant to this subsection (b), the “Termination Date”) unless extended by written agreement of the Seller Representative and Buyer; provided that: (i) the Party seeking termination pursuant to this subsection (b) is not in default or Seller and the Company if a material Breach breach of any provision of Transaction Document to which it is party and provided, further, that the right to terminate this Agreement under this subsection (b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been committed by the other party and such Breach has not been cured cause of, or waived within ten (10) days resulted in, the failure of the date of notification of Closing to occur on or before such Breach;
date; and (iii) by Buyer and Acquisition if any of (x) the conditions Merger shall not have been effected solely because the condition to Closing set forth in Section 7 7.1(b) has not been satisfied on or prior to the Initial Termination Date; (y) filings pursuant to the HSR Act with the FTC and the Antitrust Division and filings pursuant to ECMR with the EC (if required) have been made and the requisite Governmental Approvals relating thereto have been obtained; and (z) such other Governmental Approvals as may be deemed required pursuant to the terms of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through this Agreement have not been obtained solely due to the failure of Buyer the relevant Party or Governmental Authority to take action with respect to granting such Governmental Approval, and not as a result of Buyer, Merger Sub or its Affiliates’ failure to comply with its obligations under this Agreement) hereunder, including as required by Section 6.3 and Buyer has not waived such condition on or before Section 6.4, then the Closing Date; or (ii) by Seller and the CompanyTermination Date shall be extended to September 30, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date2007;
(c) by mutual consent of either the Seller Representative or Buyer by giving written notice to the other Party if such other Party has materially breached its covenants or other obligations hereunder in a manner that would reasonably be expected to cause the conditions set forth in Article VII not to be satisfied and Acquisition and Seller and the Companysuch breach has not been cured within 30 days following written notification thereof; orand
(d) by either Buyer the Seller Representative, if (i) the Merger shall not have been consummated within two (2) Business Days of the first date upon which all conditions set forth in Section 7.1 and Acquisition or Seller and the Company if the Closing has not occurred Section 7.3 are satisfied (other than through those which by their terms are not capable of being satisfied until the failure Closing Date) and (ii) at the time of any party seeking such termination such conditions continue to be satisfied (other than those which by their terms are not capable of being satisfied until the Closing Date), provided that the Seller Representative shall not terminate this Agreement to comply fully with its obligations under this AgreementSection 10.1(d) on or before September 30, 1998, or such later the 60th day after the date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedhereof.
Appears in 1 contract
Sources: Merger Agreement (Pq Corp)
Termination Events. This Subject to Section 9.2, this Agreement may, by notice given prior to before or at the Closing, be terminated:
(a) : by either mutual consent of Buyer and Acquisition or Seller; by Buyer if Seller and the Company if has committed a material Breach breach of any material provision of this Agreement has been committed by the other party and such Breach Buyer has not been cured or waived within ten (10) days such breach; by Seller if Buyer has committed a material breach of the date any material provision of notification of this Agreement and Seller has not waived such Breach;
(i) breach; by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a any condition in Article 7 is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Datecondition; or (ii) by Seller and the Company, if any of the conditions condition in Section Article 8 has is not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Seller and the Company to comply with their its obligations under this Agreement) and Seller has not waived such condition on condition; or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30August 1, 19982003, or such later date as the parties Buyer and Seller may agree upon. A by Buyer pursuant to Section 5.5(b); by Seller pursuant to Section 5.5(c). EFFECT OF TERMINATION Each party's ’s right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a such right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement will terminate, except that the representations in Sections 3.26 and 4.5 and the obligations in Section 11.1 Sections 14.1, 14.2, 14.3 and 11.3 14.15 will survive; provided, however, that if this Agreement is terminated by a party because of a the breach of the Agreement by the other another party or because one or more of the conditions to the terminating party's ’s obligations under this Agreement is not satisfied as a result of the any other party's ’s failure to comply with its obligations under this Agreement, the terminating party's ’s right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Stock Purchase Agreement (Knowles Electronics Holdings Inc)
Termination Events. This Agreement may, by notice given may be terminated at any time prior to or at the Closing, be terminated:
(a) by either Buyer the mutual written consent of S▇▇▇▇▇, B▇▇▇▇ and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such BreachR▇▇▇▇▇▇▇▇;
(ib) by Buyer and Acquisition Reinsurer, acting together, by written notice to Seller, if: (i) there has been a breach by Seller or the Acquired Companies of any representation, warranty, covenant or agreement contained in this Agreement, or if any representation or warranty of Seller shall have become untrue, in either case such that the conditions set forth in Section 7 has 8.2(a) or Section 8.2(b) would not been be satisfied as of the Closing Date and such breach or if satisfaction of such a condition is not curable or, if curable, is not cured within [thirty (30)] days after written notice thereof is given by Buyer or becomes impossible (other than through the failure of Buyer Reinsurer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing DateSeller; or (ii) by Seller and the Company, if any of the conditions set forth in Section 8 has 8.1 or Section 8.2 shall have become incapable of fulfillment prior to the Outside Date (as defined below), provided that Buyer and Reinsurer are not been satisfied then in material breach of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent Seller by written notice to Buyer and Reinsurer, if: (i) there has been a breach by Buyer or Reinsurer of any representation, warranty, covenant or agreement contained in this Agreement, or if any representation or warranty of Buyer or Reinsurer shall have become untrue, in either case such that the conditions set forth in Section 8.3(a) or Section 8.3(b) would not be satisfied and Acquisition and such breach or condition is not curable or, if curable, is not cured within [thirty (30)] days after written notice thereof is given by Seller and to the Companybreaching party; oror (ii) any of the conditions set forth in Section 8.1 or Section 8.3 shall have become incapable of fulfillment prior to the Outside Date, provided that Seller is not then in material breach of this Agreement;
(d) by either Buyer and Acquisition any of Seller, Buyer, or Seller and Reinsurer by written notice to the Company other parties if the Closing has Transaction shall not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) have been consummated on or before 30 September 30, 1998, or such later date as 2025 (the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive“Outside Date”); provided, however, that if the right to terminate this Agreement is terminated by a under this Section 11.1(d) shall not be available to any party because of a breach whose failure to fulfill any obligation under this Agreement has been the primary cause of, or resulted in, the failure of the Agreement Transaction to be consummated by the other party Outside Date; or
(e) by any of Seller, Buyer, or because one or more of the conditions Reinsurer by written notice to the terminating party's obligations is not satisfied as other parties if any Governmental Authority shall have issued a result of Governmental Order permanently restraining or prohibiting the other party's failure to comply with its obligations under this AgreementTransaction, the terminating party's right to pursue all legal remedies will survive and such termination unimpairedGovernmental Order shall have become final and non-appealable.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, The following shall be terminatedTermination Events:
(a) by either Buyer and Acquisition or Seller and the Company if a material Breach of Bankruptcy Court has entered an order in any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date Chapter 11 Cases appointing a trustee under chapter 11 of notification of such Breachthe Bankruptcy Code;
(ib) by Buyer and Acquisition if any of the conditions in Section Chapter 11 Cases is dismissed or converted to a case under chapter 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing DateBankruptcy Code;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; orany court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable;
(d) by either Buyer and Acquisition the releases set forth in the Plan Term Sheet are modified, amended, changed, severed or Seller and otherwise altered in the Company if Plan or any other Definitive Document in any manner;
(e) the Closing has not occurred Plan Support Agreement ceases to be binding on Ally or the Creditors’ Committee;
(other than through f) the failure of Plan Support Agreement ceases to be binding on any Consenting Claimant;
(g) the Examiner’s Report is disclosed to any party seeking on or before the Bankruptcy Court enters the PSA Order;
(h) the Debtors file with the Bankruptcy Court a proposed disclosure statement, chapter 11 plan, confirmation order or other related document that is not an Approved Plan Document; and
(i) the Milestones are not satisfied. The foregoing Termination Events are intended solely for the benefit of the Parties; provided, that, notwithstanding anything herein to the contrary, (a) a Party may not seek to terminate this Agreement based upon a material breach or a failure of a condition (if any) in this Agreement arising out of its own actions or omissions in the event that such actions or inactions violate the terms of this Agreement, (b) only the Parties with termination rights with respect to comply fully with its the Milestones as identified in, and in accordance with, the Plan Term Sheet may terminate their obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's for failure to comply with its obligations under section 6.1(i) with respect to the applicable Milestone, and (c) ▇▇▇▇▇▇▇ may not seek to terminate this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.Agreement under
Appears in 1 contract
Sources: Plan Support Agreement
Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows:
(a) by either Buyer and Acquisition or Seller and IIS if it has not received the Company Sale Order from the Court by January 31, 2002 authorizing it to acquire the Purchased Assets from Seller;
(b) by IIS if a material Breach breach of any provision of this Agreement has been committed by the other party GNI, Shareholder or Anchor and such Breach breach has not been cured or waived within ten (10) days of the date of notification of such Breachby IIS;
(ic) by Buyer Seller if a material breach of any provision of this Agreement has been committed by IIS and Acquisition such breach has not been waived by Seller;
(d) by IIS if any of the conditions condition in Section 7 has not been satisfied as of the date specified for Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer IIS to comply with its obligations under this Agreement) ), and Buyer IIS has not waived such condition on or before the Closing Date; or such date;
(iie) by Seller and the Company, if any of the conditions condition in Section 8 has not been satisfied as of the date specified for Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller and the Company or Anchor to comply with their obligations under this Agreement) ), and Seller has not waived such condition on or before the Closing Datesuch date;
(cf) by mutual consent of Buyer IIS and Acquisition and Seller and the Company; orGNI;
(dg) by either Buyer and Acquisition IIS or Seller and the Company GNI if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30February 28, 19982002, or such later date as the parties may agree upon. A party's right ;
(h) by IIS or GNI if the Court fails to approve the Sale Order;
(i) by Seller if Closing has not taken place within seven days of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations entry of the parties under this Agreement terminateSale Order, except unless extended, in writing, by IIS, Seller and Anchor; or
(j) by Anchor if IIS does not provide to Anchor prior to Closing (i) its board of directors resolution approving the obligations Subordinated Note and (ii) its financial statements contained in Section 11.1 its (x) Form 10-K for the year ended December 31, 2000, and 11.3 will survive; provided(y) Form 10-Q's for the quarters ended March 31, however2001, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this AgreementJune 30, the terminating party's right to pursue all legal remedies will survive such termination unimpaired2001 and September 30, 2001.
Appears in 1 contract
Sources: Master Transaction Agreement (Integrated Information Systems Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition the Purchasers, on the one hand, or Seller and the Company Company, on the other hand, if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(i) by Buyer and Acquisition the Purchasers if satisfaction of any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer any Purchaser to comply with its obligations under this Agreement) and Buyer has the Purchasers have not waived such condition on or before the Closing Datecondition; or (ii) by Seller and the Company, if satisfaction of any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their its obligations under this Agreement) and Seller the Company has not waived such condition on or before the Closing Datecondition;
(c) by mutual consent of Buyer and Acquisition and Seller the Purchasers and the Company; or;
(d) by either Buyer and Acquisition the Purchasers, on the one hand, or Seller and the Company Company, on the other hand, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September November 30, 19982003, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any ;
(e) by either the Purchasers, on the one hand, or the Company, on the other rights it may have under this Agreement hand, if the amount by which the Aggregate Certified Damages Amount exceeds the Basket Amount exceeds $5,000,000.
(f) by either the Purchasers, on the one hand, or otherwisethe Company, on the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated other hand, if the Purchaser(s) that delivered certificate(s) pursuant to Section 9.1, all further obligations 10.1 is or are (as applicable) not able to ascertain in good faith the amount of Damages specified in such certificate(s) for which such Purchaser(s) will be entitled to assert claims following the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedClosing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Universal Hospital Services Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either the Buyer and Acquisition or Seller the Sellers and the Company Shareholders if a material Breach breach of any provision of this Agreement has been committed by any of the parties on the other party side of the transactions contemplated herein and such Breach breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(ib) by Buyer and Acquisition the Buyer, if any of the conditions in Section 7 Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) ), and the Buyer has not waived such condition on or before the Closing Date; or provided, the Buyer's right of termination under this Section 9.01(b) due to its findings as a result of its due diligence investigation and inquiry pursuant to Section 8.09 above, and which do not otherwise provide a right of termination by the Buyer hereunder, shall expire at midnight on 48 58 March ____, 1997, and further provided that the Buyer's right of termination under this Section 9.01(b) due to a failure to comply with the Closing conditions set forth in Section 8.04(a)(ii), 8.06 and 8.16 shall expire at midnight on April 2, 1997;
(iic) by Seller the Sellers and the CompanyShareholders, if any of the conditions in Section 8 Article VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller the Sellers and the Company Shareholders to comply with their obligations under this Agreement) ), and Seller has the Sellers and the Shareholders have not waived such condition on or before the Closing Date;
(cd) by mutual consent of the Buyer and Acquisition and Seller the Sellers and the CompanyShareholders; or
(de) by either the Buyer and Acquisition or Seller the Sellers and the Company Shareholders if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30midnight on April 2, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive1997; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more all of the conditions precedent in Article VIII have been either satisfied or waived by the Buyer except the conditions precedent in Section 8.10 or Section 8.11, and provided further, if the Buyer shall have provided the Sellers and the Shareholders with a copy of a standard commitment letter with respect to the financing specified in Section 8.10, containing usual and customary terms and conditions for financings of like nature, the Buyer shall have the right to extend the termination date from midnight on April 2, 1997, to midnight on April 17, 1997. In such event, the conditions to Closing not specifically terminating party's obligations is not in Section 9.01(b) above must be either satisfied as a result of the other party's failure or waived by Buyer before it shall be obligated to comply with satisfy its obligations under this Agreement, hereunder on the terminating party's right to pursue all legal remedies will survive such termination unimpairedClosing Date.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to The occurrence of any one or at more of the Closing, be terminatedfollowing events shall constitute a “Termination Event”:
(a) The Seller (i) shall fail to make any payment, transfer or deposit required to be made by either Buyer and Acquisition it hereunder or Seller and under any other Transaction Document when due (or, in the Company if case of a material Breach default in payment of any provision of this Agreement has been committed an amount less than $10,000 resulting solely from an administrative error or omission by the Seller, such default continues for a period of one (1) Business Day) or (ii) shall fail to observe or perform any other term, covenant or agreement hereunder or under any of the other Transaction Documents to which the Seller is a party and or by which the Seller is bound, and, other than with respect to a failure to perform the obligations contained in Section 6.1(a)(xii), such Breach has not been cured or waived within failure shall remain unremedied for ten (10) days of after written notice thereof shall have been given to the date of notification of such Breach;Seller by the Agent; or
(ib) any representation, warranty, certification or statement made or deemed made by Buyer and Acquisition if the Seller in this Agreement or any of the conditions other Transaction Document to which it is a party or in Section 7 has not any other information, report or document delivered pursuant hereto or thereto shall prove to have been satisfied as of the Closing Date incorrect in any material respect when made or if satisfaction of such a condition is deemed made or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Datedelivered; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;or
(c) by mutual consent any Event of Buyer and Acquisition and Seller and Bankruptcy shall occur with respect to the CompanyParent, the Collection Agent (if different than the Parent), the Seller, United Receivables I or any Originator; or
(d) by either Buyer and Acquisition a Collection Agent Default shall have occurred; or
(e) the Net Receivables Pool Balance shall be less than the Required Net Receivables Pool Balance for more than 1 Business Day.
(f) there shall have occurred any material adverse change in the operations of the Seller or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30Collection Agent since March 31, 19982003, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may Material Adverse Effect shall have under occurred; or
(g) there shall be a “change of control”; provided that for the purposes of this Agreement clause only “change in control” means:
(i) any Person or otherwise, group of Persons (within the exercise meaning of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations 13 or 14 of the parties under this Agreement terminateSecurities Exchange Act of 1934, except but excluding Permitted Holders) shall acquire beneficial ownership (within the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because meaning of a breach Rule 13d-3 of the Agreement by the other party or because one Securities Exchange Act of 1934) of 35% or more of the conditions to ordinary voting power represented by the terminating party's obligations is not satisfied as a result outstanding Equity Interests of the other party's failure Parent having ordinary voting power;
(ii) during any 24 month period, individuals who at the beginning of such period constituted the Parent’s board of directors (together with any new directors whose election by the Parent’s board of directors or whose nomination for election by the Parent’s shareholders was approved by a vote of at least two-thirds of the directors who either were directors at the beginning of such period or whose nomination or election was previously so approved) cease for any reason to comply with its obligations under this constitute a majority of the board of directors of the Parent; or
(iii) any “change of control” or similar event, however denominated, shall occur under, and as defined in, the Parent Credit Agreement, any Subordinated Note Indenture or any document evidencing or governing any other Subordinated Debt; or
(iv) any Originator shall cease to be a wholly-owned direct or indirect Subsidiary of the terminating party's right Parent.
(h) any Person shall institute steps to pursue terminate any Pension Plan if the assets of such Pension Plan are insufficient to satisfy all legal remedies will survive of its benefit liabilities (as determined under Title IV of ERISA), or a contribution failure occurs with respect to any Pension Plan which is sufficient to give rise to a lien under Section 302(f) of ERISA; or
(i) any material provision of this Agreement or any other Transaction Document to which the Seller is a party shall cease to be in full force and effect or shall cease to be a legal, valid and binding obligation of the Seller or the Seller shall so state in writing; or
(j) as of the last day of any calendar month, (i) the three-month rolling average of the Default Ratio shall exceed 12.00%, (ii) the three-month rolling average of the Delinquency Ratio shall exceed 11.50%, (iii) the three-month rolling average of the Dilution Ratio shall exceed 4.00%, or (iv) the three-month rolling average Cash Turnover Days shall be less than 70 days.
(k) A “Termination Event,” “Termination Date,” “Purchase Termination Date” or PCA Termination Event” or similar such termination unimpaired.event, regardless of the defined term used with respect thereto, shall occur under any Transaction Document; or
Appears in 1 contract
Sources: Receivables Purchase Agreement (United Rentals Inc /De)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed prior to Closing by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanySeller, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their its obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the CompanySeller; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 19982002 (the “Target Date”), or such later date as the parties may agree upon. A party's right If any Governmental Body with jurisdiction over the enforcement of termination any Competition Laws requests additional information relating to the JV Transactions or the parties and/or if any waiting period has not expired or any clearance or approval under Section 9.1 is in addition to any other rights it may have under this Agreement such Competition Law has not been satisfied or otherwiseobtained by the Target Date, the exercise Target Date will automatically be extended for such period of a right of termination will not time as may be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of reasonably necessary for the parties under this Agreement terminate, except to have complied with the obligations in Section 11.1 Competition Laws and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions all such requests for information thereunder to the terminating party's obligations is not satisfied as a result of extent applicable to the other party's failure to comply with its obligations under JV Transactions, but in no event shall the Target Date be extended by this Agreementsentence beyond December 31, the terminating party's right to pursue all legal remedies will survive such termination unimpaired2002.
Appears in 1 contract
Sources: Share Purchase Agreement (Lennox International Inc)
Termination Events. This Agreement may, by By notice given prior to or at the Closing, this Agreement may be terminatedterminated as follows:
(a) by either Buyer and Acquisition or Seller By mutual written consent of ▇▇▇▇▇▇ and the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has Sellers holding not been cured or waived within ten (10) days less than 75% of the date Company Units.
(b) By Parent or the Sellers holding not less than 75% of notification of such Breach;the Company Units:
(i) by Buyer and Acquisition if If any applicable Law makes consummation of the conditions in Section 7 has not been satisfied as Contemplated Transactions illegal or otherwise prohibited.
(ii) If consummation of the Closing Date Contemplated Transactions would violate any non-appealable final Order of any court or Government Agency having competent jurisdiction; provided that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to a Party if satisfaction of such a condition is or becomes impossible (other than through Order was primarily due to the failure of Buyer such Party to comply with perform any of its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;.
(ciii) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if If the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30May 1, 19982024, or such later date as the parties Parties may agree upon. A party's right of termination under Section 9.1 in writing (the “End Date”), unless the terminating Party is in addition material breach of this Agreement and such material breach causes, or results in, the failure of the Closing to occur by the End Date; provided, that if on May 1, 2024, (A) all of the conditions to the Closing described in Article VII other than the receipt of one or more Required Regulatory Approvals contemplated in Section 7.1(a) and actions that by their nature are to be performed or waived at the Closing have been satisfied or (B) Parent has exercised its right to delay the Closing as provided in Section 1.14, then the “End Date” shall automatically be extended to and shall be deemed to be July 1, 2024.
(c) By Parent if (i) any other rights it may of the representations and warranties of the Sellers or the Company contained in this Agreement fail to be true, correct and complete, or any such representation or warranty shall have become untrue, incorrect or incomplete after the Agreement Date, in either case such that the condition set forth in Section 7.2(a) would not be satisfied or (ii) the Sellers or the Company have breached or failed to comply with any of their respective covenants or obligations under this Agreement or otherwise, to the exercise of a right of termination will extent required to be performed prior to the Closing such that the condition set forth in Section 7.2(b) (other than with respect to covenants to be performed on the Closing Date) would not be an election satisfied and such failure or breach with respect to any such representation, warranty, covenant or obligation cannot be cured or has not been cured by the earlier of remedies. If this Agreement is terminated pursuant 30 days after the giving of written notice to Section 9.1, all further obligations the Company and the Seller Representative of such failure or breach and the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will surviveEnd Date; provided, however, that if the right to terminate this Agreement is terminated pursuant to this Section 8.1(c) shall not be available to Parent if there shall have been an inaccuracy in any representation or warranty made by a party because Parent in this Agreement or Parent shall have failed to perform all of a breach its covenants or obligations required to be performed under this Agreement to the extent required to be performed prior to the Closing, in either case, such that the conditions set forth in Section 7.3(a) or Section 7.3(b) (other than with respect to covenants to be performed on the Closing Date) would not be satisfied.
(d) By the Sellers holding not less than 75% of the Company Units if (i) any of the representations and warranties of Parent contained in this Agreement fail to be true, correct and complete, or any such representation or warranty shall have become untrue, incorrect or incomplete after the Agreement Date, in either case such that the condition set forth in Section 7.3(a) would not be satisfied, (ii) Parent has breached or failed to comply with any of its covenants or obligations under this Agreement to the extent required to be performed prior to the Closing such that the condition set forth in Section 7.3(b) (other than with respect to covenants to be performed on the Closing Date) would not be satisfied and such failure or breach with respect to any such representation, warranty, covenant or obligation cannot be cured or has not been cured by the other party earlier of 30 days after the giving of written notice to Parent of such failure or because one breach and the End Date or more of (iii) within five (5) Business Days after the Company delivers a notice to Parent irrevocably certifying that (A) all conditions to the terminating party's obligations Closing set forth in Section 7.1 and Section 7.3 have been satisfied or waived and (B) the Company and the Sellers are ready, willing and able to complete the Closing, Parent fails to complete the Closing on the basis that the Debt Financing or any other financing is not satisfied as a result available; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to the Sellers if there shall have been an inaccuracy in any representation or warranty made by the Sellers or the Company in this Agreement or the Sellers or the Company shall have failed to perform all of the other party's failure their respective covenants or obligations required to comply with its obligations be performed under this AgreementAgreement to the extent required to be performed prior to the Closing, in either case, such that the terminating party's right conditions set forth in Section 7.2(a) or Section 7.2(b) (other than with respect to pursue all legal remedies will survive such termination unimpairedcovenants to be performed on the Closing Date) would not be satisfied.
Appears in 1 contract
Sources: Merger Agreement (Shenandoah Telecommunications Co/Va/)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(i) by Buyer and Acquisition if any of the conditions in Section 7 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanySellers, if any of the conditions in Section 8 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company Sellers to comply with their obligations under this Agreement) and Seller has Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the CompanySellers; or
(d) by either Buyer and Acquisition or Seller and the Company Sellers if the Closing has not occurred (other than through the failure of any the party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30January 16, 1998, or such later date as the parties may agree upon. A Effect of Termination. Each party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Section Sections 11.1 and 11.3 11.4 will survive; provided, however, that if this Agreement is terminated by a party because of a breach the Breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Stock Purchase Agreement (Fields Aircraft Spares Inc)
Termination Events. This Agreement may, by notice given prior to or at The occurrence of each of the Closing, be terminatedfollowing events shall constitute a "TERMINATION EVENT":
a. NRG's Chapter 11 Case (a) by either Buyer and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach than an involuntary bankruptcy case for which an order for relief has not been cured entered) shall have been dismissed or waived within ten (10) days converted to a case under chapter 7 of the date of notification of such Breach;Bankruptcy Code.
(i) by Buyer and Acquisition if any of the conditions b. Xcel shall have disclaimed in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer writing its intention to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with fulfill its obligations under this Agreement, or Xcel shall fail to fulfill any or all of its obligations under this Agreement;
c. the terminating party's right failure of the condition set forth in paragraph 10 of this Agreement;
d. the breach or failure of any of the conditions set forth in paragraphs 11.a. through 11.m. of this Agreement;
e. any Court (including the Bankruptcy Court) shall declare, in a Final Order, this Agreement to pursue be unenforceable;
f. the most current NRG Plan and the Disclosure Statement on file with the Bankruptcy Court on or after June 17, 2003 (and any amendments, supplements and documents related to such pleadings filed after June 17, 2003) shall (i) not be in form and substance satisfactory to each Party, (ii) not be consistent with and fully incorporate the terms and provisions of the Term Sheet or (iii) contain any provisions inconsistent with the Term Sheet; PROVIDED AS PART OF SETTLEMENT DISCUSSIONS; SUBJECT TO FEDERAL RULE OF EVIDENCE 408 AND ALL BANKRUPTCY AND STATE LAW EQUIVALENTS
(A) after giving effect to Section V.A(2) of the Term Sheet, to the extent applicable, the Parties shall have failed to resolve, or shall have failed to agree to a procedure for resolving, all legal remedies issues (if any) concerning any claims asserted or assertable, directly or indirectly, by the lenders under the Finco Credit Agreement (in their capacity as such) against NRG or any ▇▇ ▇ts subsidiaries prior to June 17, 2003 or (B) such lenders shall have failed to file a proof of claim in the Chapter 11 Cases with respect all such claims on or prior to June 3, 2003; h, the Required Parties (as defined below) shall not have reached agreement by July 31, 2003 on whether, and the terms under which, Xcel will survive such termination unimpaired.escrow Tax Benefits (as defined in the Term Sheet); and
Appears in 1 contract
Termination Events. This Agreement may, by written notice given at any time prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller mutual consent of the Purchaser and the Company if a Seller Representative;
(b) by the Purchaser (so long as the Purchaser is not then in material Breach breach of any provision of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of any of the Sellers’ or the Company’s representations, warranties, covenants or agreements contained in this Agreement has been committed by which would result in the other party failure of a condition set forth in Section 7.1(a) or Section 7.1(b), and such Breach which breach has not been cured or waived within ten (10) days cannot be cured by the earlier of the date of notification of such Breach;
(i) by Buyer and Acquisition if any the date that is 30 days after the notice of the conditions in Section 7 has not been satisfied as of breach from the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) Purchaser and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing End Date;
(c) by mutual consent the Seller Representative (so long as none of Buyer the Sellers or the Company is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of any the Purchaser’s representations, warranties, covenants or agreements contained in this Agreement which would result in the failure of a condition set forth in Section 7.2(a) or Section 7.2(b), and Acquisition which breach has not been cured or cannot be cured by the earlier of (i) the date that is 30 days after the notice of breach from the Seller Representative and Seller and (ii) the Company; orEnd Date;
(d) by the Purchaser if there has been a Material Adverse Effect;
(e) by either Buyer and Acquisition the Purchaser or the Seller and Representative if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the Company effect of restraining, enjoining or otherwise prohibiting the Proposed Transactions;
(f) by the Purchaser if the Closing has not occurred (other than through on or before the End Date, provided that the Purchaser’s failure to perform in any material respect any of its covenants or agreements contained in this Agreement has not been the cause of or resulted in the failure of any party seeking the Closing to terminate this Agreement to comply fully with its obligations under this Agreement) occur on or before September 30the End Date; or
(g) by the Seller Representative if the Closing has not occurred on or before the End Date, 1998, provided that the Sellers’ or such later date as the parties may agree upon. A party's right Company’s failure to perform in any material respect any of termination under Section 9.1 is their respective covenants or agreements contained in addition to any other rights it may have under this Agreement has not been the cause of or otherwise, resulted in the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations failure of the parties under this Agreement terminate, except Closing to occur on or before the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedEnd Date.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company if a material Breach breach of any provision covenant of this Agreement has been committed by Buyer, on the other party one hand, or Republic, RSC or the Seller, on the other, and such Breach breach has not been waived or cured or waived within ten (10) days of the date of notification of such Breachperiod allowed;
(ib) by Buyer and Acquisition if satisfaction of any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition 2.6(b) is or becomes impossible unlikely to be satisfied (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before and Republic, RSC and the Closing DateSeller have not been able to satisfy such condition within 10 days after notice by Buyer of its intention to terminate this Agreement under the provisions of this Section 6.1(b); or or
(iic) by Seller and the Company, if satisfaction of any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition 2.6(c) is or becomes impossible unlikely to be satisfied (other than through the failure of Republic, RSC or the Seller and the Company to comply with their respective obligations under this Agreement) and Seller has have not waived such condition on or before and the Closing DateBuyer has not been able to satisfy such condition within 10 days after notice by Seller of its intention to terminate this Agreement under the provisions of this Section 6.1(c);
(cd) by the mutual consent of Buyer and Acquisition and Seller and the CompanySeller; or
(de) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure failure, of any party Buyer if Buyer is seeking to terminate this Agreement or Seller if Seller is seeking to terminate this Agreement, to comply fully with its obligations under this Agreement) on or before September 30, 1998such date forty-five (45) calendar days from the date hereof, or such later date as the parties Parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Termination Events. This Agreement mayThe following circumstances (each, by notice given prior a “Termination Event”) shall give rise to or at the Closing, be terminatedright for the specified Party (and only the specified Party) to terminate this Agreement:
(a) by either Seller, if Buyer and Acquisition fails to pay or Seller and cause to be paid any amount or amounts in the Company if a material Breach of any provision of aggregate due under this Agreement has been committed by the other party and such Breach has not been cured or waived within that are in excess of USD fifty million (US$50,000,000), for a period of ten (10) days Days or more following the due date of the date relevant invoice;
(b) by Seller, if Buyer fails to comply with Section 15.3 or 21;
(c) by Seller, violation by Buyer of notification Section 25.1;
(d) by the non-violating Party, if a Party violates Section 25.2(b) or breaches the representation and warranty in Section 25.5;
(e) by Seller, if (i) Buyer or any guarantor that has provided a guaranty in support of Assignee Buyer’s obligations hereunder fails to execute any Direct Agreement with Seller’s or its Affiliate’s respective Lenders within sixty (60) Days after Seller’s request thereof, provided that such Direct Agreement complies with the requirements in Sections 21.4.2(a) to (g), or (ii) in connection with any financing, Buyer fails to provide to the Lenders and the Lenders’ Agent any legal opinion that complies with the requirements in Section 21.4.1 within sixty (60) Days after Seller’s request thereof;
(f) by Seller, if a Bankruptcy Event has occurred with respect to Buyer or any guarantor that has provided a guaranty in support of Assignee Buyer’s obligations hereunder;
(g) by Seller, if (i) Buyer or its Affiliate is a Defaulting Partner (as defined in the Partnership Agreement) pursuant to Section 4.3(c)(i) of the Partnership Agreement and the Default Forfeiture Units (as defined in the Partnership Agreement) are Class A Units issued to such Defaulting Partner pursuant to the equity capital contribution agreement entered into by such Defaulting Partner in respect of the Phase 1 Project, and the General Partner exercises its rights pursuant to the Partnership Agreement to cause all such Class A Units to be redeemed or forfeited in accordance with the Partnership Agreement or (ii) Buyer or its Affiliate is a Defaulting Partner (as defined in the Partnership Agreement) pursuant to Section 4.3(c)(ii) of the Partnership Agreement, and the General Partner exercises its rights pursuant to the Partnership Agreement to cause all of such BreachDefaulting Partner’s Class A Units to be redeemed or forfeited in accordance with the Partnership Agreement;
(h) by either Party, if Buyer’s or its Affiliate’s entire interest in the Partnership is redeemed pursuant to Section 4.17 of the Partnership Agreement;
(i) by Buyer and Acquisition Seller, if any Buyer’s or its Affiliate’s entire interest in the Partnership is redeemed pursuant to Section 4.8 of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Partnership Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(cj) by mutual consent Buyer, if a Bankruptcy Event has occurred in respect of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.Seller;
Appears in 1 contract
Sources: Equity Capital Contribution Agreement (Tellurian Inc. /De/)
Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may, by notice given prior to or at may be terminated and the Closing, transactions contemplated herein may be terminatedabandoned:
(a) by either Buyer and Acquisition mutual written consent of the Parties;
(b) after October 14, 2021 (the “Outside Date”), by any Party by notice to the other Party if the Closing shall not have been consummated on or Seller and prior to 5:00 p.m. Central Time on the Company if a material Breach Outside Date; provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any Party whose failure or whose Affiliate’s failure to perform any of any provision of its representations, warranties, covenants or other obligations under this Agreement has been committed by the other party and such Breach has not been cured primary cause of, or waived within ten (10) days of otherwise primarily resulted in, the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as failure of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition occur on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of prior to such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Datedate;
(c) by mutual consent any Party, if a final, non-appealable Order enjoining or otherwise prohibiting consummation of Buyer and Acquisition and Seller and the Company; orPurchase has been issued by any Governmental Authority (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) or any Law has been enacted that would make the Purchase illegal;
(d) by Seller if (i) Seller is not in material breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the conditions set forth in Sections 7.2(a) or 7.2(b) incapable of being satisfied and (ii) Purchaser is in material breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the conditions set forth in Sections 7.3(a) or 7.3(b) incapable of being satisfied, and such breach is either Buyer (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) thirty (30) days after the giving of written notice by Seller to Purchaser and Acquisition (y) three (3) Business Days prior to the Outside Date; or
(e) by Purchaser if (i) Purchaser is not in material breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the conditions set forth in Sections 7.3(a) or 7.3(b) incapable of being satisfied and (ii) Seller is in material breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the conditions set forth in Sections 7.2(a) or 7.2(b) incapable of being satisfied, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured 249717839 v15 within the earlier of (x) thirty (30) days after the giving of written notice by Purchaser to Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreementy) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions three (3) Business Days prior to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedOutside Date.
Appears in 1 contract
Termination Events. This Agreement maymay be terminated prior to or at the Closing:
(a) By the mutual written consent of the Buyer and the Seller;
(b) By the Buyer, by notice given to the Seller prior to or at the Closing, be terminated:
if: (ai) any representation or warranty made by either Buyer and Acquisition or the Seller and the Company if a material Breach of any provision of in this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days in any Other Seller Agreement is inaccurate in any material respect as of the date of notification of such Breachwhen made; or (ii) the Seller fails to perform and comply with in any material respect any covenant or obligation required to be performed or complied with by it by this Agreement or Other Seller Agreement;
(ic) By the Buyer, by Buyer and Acquisition notice given to the Seller prior to or at the Closing, if any of the conditions condition set forth in Section 7 Article VIII has not been satisfied as of the Closing Date or if the satisfaction of any such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller ), and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller Buyer has not waived such condition on or before the Closing Date;
(cd) By the Seller, by mutual consent notice given to the Buyer prior to or at the Closing, if: (i) any representation or warranty made by the Buyer in this Agreement or in any Other Buyer Agreement is inaccurate in any material respect as of the date when made; or (ii) the Buyer fails to perform and Acquisition and comply with in any material respect any covenant or obligation required to be performed or complied with by it by this Agreement or Other Buyer Agreement;
(e) By the Seller, by notice given to the Buyer prior to or at the Closing, if any condition set forth in Article IX has not been satisfied as of the Closing Date or if the satisfaction of any such condition is or becomes impossible (other than through the failure of the Seller to comply with its obligations under this Agreement), and the CompanySeller has not waived such condition on or before the Closing Date; or
(df) By either the Buyer or the Seller, by either Buyer and Acquisition or Seller and notice given by the Company terminating party to the other party, if the Closing has not occurred (other than through the failure of any the terminating party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30December 31, 19982004, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, may be terminated:
(a) by either Buyer the Buyers if the Buyers are not then in material breach of any provision of this Agreement and Acquisition or Seller and the Company if a material Breach breach of any provision of this Agreement has been committed by Seller or the other party Company and such Breach breach has not been either (i) waived in writing, or (ii) cured or waived within ten (10) days of the date of notification after notice of such Breachbreach is delivered by the Buyers to the Seller or the Company in accordance with Section 13.02;
(b) by Seller if neither Seller nor the Company is then in material breach of any provision of this Agreement and a material breach of any provision of this Agreement has been committed by any Buyer and such breach has not been either (i) waived in writing, or (ii) if capable of being cured, cured within ten (10) days after notice of such breach is delivered by the Seller to the Buyers;
(c) by the Buyer and Acquisition if any of the conditions precedent set forth in Section 7 has 9.01 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of the Closing Date March 25, 2024 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company Buyers to comply with their obligations under this Agreement) and Seller has the Buyers have not waived such condition on or before the Closing Datesuch date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition Seller if any of the conditions precedent set forth in Section 9.02 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of March 25, 2024 or Seller and the Company if the Closing has not occurred satisfaction of such a condition becomes impossible (other than through the failure of any party seeking to terminate this Agreement Seller or the Company to comply fully with its their respective obligations under this Agreement) and Seller or the Company (as appropriate) have not waived such condition on or before September 30such date;
(e) by the Buyer if, 1998since the date of this Agreement there has been, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition there has occurred any event which would be reasonably likely to result in, any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations Material Adverse Effect;
(f) by mutual written agreement of the parties under this Agreement terminateBuyers, except on the obligations in Section 11.1 one hand, and 11.3 will survive; providedSeller, however, that if this Agreement is terminated by a party because of a breach of the Agreement by on the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedhand.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Carmell Corp)
Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller the Purchaser and the Company if (i) there is a material Breach of any provision covenant or obligation of this Agreement has been committed by the other party Seller and such Breach has shall not have been cured or waived within ten thirty (1030) days after the delivery of notice thereof to the date Seller, or (ii) the Purchaser and the Company reasonably determine that the satisfaction of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions condition set forth in Section 7 6 prior to September 30, 2008 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes become impossible (other than through as a result of any failure on the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any part of the conditions in Section 8 has not been satisfied of the Closing Date Purchaser or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with or perform their covenants and obligations under set forth in this Agreement);
(b) by the Seller if (i) there is a material Breach of any covenant or obligation of the Purchaser or the Company and such Breach shall not have been cured within thirty (30) days after the delivery of notice thereof to the Purchaser and the Company, or (ii) the Seller reasonably determines that the satisfaction of any condition set forth in Section 7 prior to September 30, 2008 has not waived such condition become impossible (other than as a result of any failure on the part of the Seller to comply with or before the Closing Dateperform any covenant or obligation set forth in this Agreement);
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller Purchaser and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) taken place on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any 2008 (other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied than as a result of any failure on the other party's failure part of the Purchaser or the Company to comply with its or perform their covenants and obligations under this Agreement);
(d) by the Seller if the Closing has not taken place on or before September 30, 2008 (other than as a result of any failure on the part of the Seller to comply with or perform any of its covenants or obligations set forth in this Agreement); or
(e) by the mutual written consent of the Purchaser, the terminating party's right to pursue all legal remedies will survive such termination unimpairedCompany and the Seller.
Appears in 1 contract
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(ai) by either Buyer and Acquisition ACGL (if ACGL itself is not then in material Breach of any of its representations, warranties, covenants or Seller and the Company obligations contained in this Agreement), if a material Breach of any provision of the representations, warranties, covenants or obligations of the Selling Stockholders or the Company set forth in this Agreement has been committed by the other party Selling Stockholders or the Company, which Breach would give rise to a failure of a condition set forth in Section 10.1 or 10.2 hereof, and such Breach has not been (1) waived by ACGL, or (2) cured by the Company or waived the Selling Stockholders, as the case may be, within ten (10) days after receipt of written notice thereof to the date of notification of such BreachSelling Stockholders from ACGL;
(i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanySelling Stockholders (if the Selling Stockholders are not then in material Breach of any of their representations, warranties, covenants or obligations contained in this Agreement), if a material Breach of any of the conditions representations, warranties, covenants or obligations of ACGL set forth in this Agreement has been committed by ACGL, which Breach would give rise to a failure of a condition set forth in Section 8 11.1 or 11.2 hereof, and such Breach has not been satisfied (1) waived by the Selling Stockholders, or (2) cured by ACGL within ten (10) days after receipt of written notice thereof from the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing DateSelling Stockholders;
(ciii) by mutual written consent of Buyer and Acquisition and Seller ACGL and the Company; orSelling Stockholders;
(div) by either Buyer and Acquisition ACGL or Seller and the Company Selling Stockholders if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30May 31, 19982001, or such later date as ACGL and the parties Selling Stockholders may mutually agree upon. A party's right of termination under Section 9.1 is upon in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedwriting.
Appears in 1 contract
Termination Events. This Agreement maymay be terminated, by written notice given at any time prior to or at the Closing, be terminatedClosing Date:
(a) subject to the final paragraph of this Section 10.1, (i) by either Buyer and Acquisition or Seller and the Company Purchaser if a material Breach breach of any provision of this Agreement has been committed by the other party Seller or if any representation or warranty of the Seller herein is breached (and such Breach breach has not been cured waived by the Purchaser in writing) and such breach or waived within ten (10) days of the date of notification of such Breach;
(i) by Buyer and Acquisition if any of inaccuracy would reasonably be expected to result in the conditions to Closing set forth in Section 7 has 8.2(a) not been being satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by the Seller and if a material breach of any provision of this Agreement has been committed by either of the Company, Purchaser Parties or if any representation or warranty of the conditions in Section 8 Purchaser Parties herein is breached (and such breach has not been waived by the Seller in writing) such breach or inaccuracy would reasonably be expected to result in the conditions to Closing set forth in Section 8.1(a) not being satisfied or; provided, that if such breach is capable of being cured a Party may not terminate this Agreement under this Section 10.1(a) until a period of sixty (60) days has expired from the date of notice of such breach without such breach having been cured;
(b) by mutual consent of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Purchaser Parties and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing DateSeller;
(c) subject to the final paragraph of this Section 10.1, by mutual consent of Buyer and Acquisition and the Purchaser Parties or the Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred on or before the Termination Date;
(other than through d) by the Seller, if the Seller and CUNA Mutual have received a Superior Proposal and in accordance with Section 6.18 of this Agreement have entered into an Alternative Acquisition Agreement with respect to such Superior Proposal; or
(e) by the Purchaser if either the Seller or any CMG Company has entered into an Alternative Acquisition Agreement. Notwithstanding anything in this Section 10.1 to the contrary, no Party may terminate this Agreement pursuant to paragraphs (a) or (c) above if its failure to perform any of its obligations or covenants, or the inaccuracy of any party seeking of its representations or warranties, under this Agreement has been the principal cause of, or has resulted in, the event or condition purportedly giving rise to a right to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedparagraph.
Appears in 1 contract
Termination Events. This Agreement mayThe occurrence of any one or more of the following events shall constitute a termination event (hereinafter, by notice given prior to or at the Closing, be terminateda "Termination Event") under this Forbearance:
(a) by either Buyer the failure of the Borrower to cause PFG's Obligations to be repaid as and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed when required by the other party Loan Agreement, it being expressly acknowledged and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breachagreed that TIME IS OF THE ESSENCE;
(ib) the filing of a petition for relief by Buyer and Acquisition if any of or against Borrower under the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing DateUnited States Bankruptcy Code;
(c) the failure of the Borrower to promptly, punctually, or faithfully perform any other material term, condition, or covenant of this Forbearance or any of the other documents executed and delivered in connection with this Forbearance (the "Forbearance Documents") as and when due, it being expressly acknowledged and agreed that TIME IS OF THE ESSENCE;
(d) the occurrence of any Default or Event of Default (other than the Specified Defaults and for the periods specified within said definition) under the Loan Agreement, any other Loan Document or any Forbearance Document;
(e) any recital, representation or warranty made herein, in any Forbearance Document, or in any report, certificate, financial statement or other instrument or document previously, now or hereafter furnished by mutual consent or on behalf of Buyer and Acquisition and Seller and Borrower in connection with this Forbearance or any Forbearance Document, shall prove to have been false, incomplete or misleading in any material respect on the Companydate as of which it was made;
(f) the failure of Borrower to have received $500,000 or more in proceeds of the Bridge Loan by September 19, 2016;
(g) the failure of Borrower to have received $1,000,000 or more in proceeds of the Bridge Loan (inclusive of the amount of $500,000 or more received by Borrower under clause (f), above) by September 30, 2016; or
(dh) by either Buyer and Acquisition a material impairment in the perfection or Seller and priority of PFG's security interest in the Company if Collateral or in the Closing has not occurred (other than through the failure value of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied Collateral taken as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedwhole occurs.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed prior to Closing by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(b) (i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the CompanySeller, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their its obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the CompanySeller; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 19982002 (the “Target Date”), or such later date as the parties may agree upon. A party's right If any Governmental Body with jurisdiction over the enforcement of termination any Competition Laws requests additional information relating to the JV Transactions or the parties and/or if any waiting period has not expired or any clearance or approval under Section 9.1 is in addition to any other rights it may have under this Agreement such Competition Law has not been satisfied or otherwiseobtained by the Target Date, the exercise Target Date will automatically be extended for such period of a right of termination will not time as may be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of reasonably necessary for the parties under this Agreement terminate, except to have complied with the obligations in Section 11.1 Competition Laws and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions all such requests for information thereunder to the terminating party's obligations is not satisfied as a result of extent applicable to the other party's failure to comply with its obligations under JV Transactions, but in no event shall the Target Date be extended by this Agreementsentence beyond December 31, the terminating party's right to pursue all legal remedies will survive such termination unimpaired2002.
Appears in 1 contract
Sources: Share Purchase Agreement (Lennox International Inc)
Termination Events. This Subject to Section 9.03, this Agreement may, by notice given prior to or at the Closing, may be terminated:
(a) by either the Buyer and Acquisition or Seller and the Company if a material Breach breach of any provision of this Agreement has been committed by any Seller or the Company, which breach would give rise to the failure of any of the conditions specified in Section 9.01, and such breach has not been either (i) waived in writing, or (ii) if capable of being cured, cured within thirty (30) days after written notice of such breach is delivered by the Buyer to the Sellers’ Representative;
(b) by the Sellers’ Representative if a material breach of any provision of this Agreement has been committed by the other party Buyer, which breach would give rise to the failure of any of the conditions specified in Section 9.02, and such Breach breach has not been either (i) waived in writing, or (ii) if capable of being cured, cured or waived within ten thirty (1030) days of the date of notification after written notice of such Breachbreach is delivered by the Sellers’ Representative to the Buyer;
(ic) by the Buyer and Acquisition if any of the conditions precedent set forth in Section 7 has 9.01 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of the Closing Date December 31, 2021 or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Closing Date; or such date;
(iid) by Seller and the Company, Sellers’ Representative if any of the conditions precedent set forth in Section 8 has 9.02 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of the Closing Date December 31, 2021 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Sellers or the Company to comply with their respective obligations under this Agreement) and Seller has the Sellers’ Representative or the Company (as appropriate) have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Companysuch date; or
(de) by either Buyer and Acquisition or Seller mutual written agreement of the Buyer, on the one hand, and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) Sellers’ Representative, on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedhand.
Appears in 1 contract
Sources: Stock Purchase Agreement (First Financial Bancorp /Oh/)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either the Buyer and Acquisition or Seller and the Company Selling Parties if a material Breach of any provision of this Agreement has been committed by the any other party Party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(ib) by the Buyer and Acquisition if any of the conditions in Section 7 6.1 has not been satisfied as of the Closing Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Closing Outside Date; or ;
(iic) by Seller and the CompanySelling Parties, if any of the conditions in Section 8 6.2 has not been satisfied as of the Closing Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company any Selling Party to comply with their its obligations under this Agreement) and Seller has the Selling Parties have not waived such condition on or before the Closing Outside Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer the Buyer, if the FTC, Antitrust Division or any other Governmental Authority requires the submission of additional information or documentary material (second request), pursuant to the provisions of the HSR Act (including 18 U.S.C. S18A(e)) or any other applicable Antitrust Laws;
(e) by the Selling Parties, if (i) the conditions set forth in Sections 6.1 and Acquisition 6.2 (other than those that require deliveries or Seller and are tested at the Company time of Closing, which conditions could be satisfied if the Closing has not had occurred at the time of such termination) are satisfied or waived on the date that the Closing should have been consummated in accordance with Article VIII, (other than through ii) the failure Selling Parties have irrevocably certified in writing that they are ready, willing and able to consummate the Closing, and (iii) the Buyer fails to consummate the Contemplated Transactions within two (2) Business Days following receipt of any party seeking written notice from the Selling Parties as to terminate this Agreement the satisfaction of such conditions and the Selling Parties’ willingness to comply fully with its obligations under this Agreementconsummate the Closing; or
(f) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations by mutual written consent of the parties under this Agreement terminate, except Buyer and the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedSelling Parties.
Appears in 1 contract
Sources: Asset Purchase Agreement (KAR Auction Services, Inc.)
Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 15(B), this Agreement may be terminated:
terminated as follows: (ai) by either Buyer and Acquisition Buyers or Seller pursuant to Section 11(E); (ii) by Buyers if Seller has materially breached its obligations under and the Company pursuant to this Agreement, and such breach has not been waived by Buyers; (iii) by Seller if a material Breach breach of any provision of this Agreement has been committed by the other party Buyers and such Breach breach has not been cured or waived within ten by Seller; (10) days of the date of notification of such Breach;
(iiv) by Buyer and Acquisition Buyers if any of the conditions condition in Section 7 12 has not been satisfied as of the Closing Date date that is ten (10) days after the end of the Inspection Period or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer Buyers to comply with its their obligations under this Agreement) ), and Buyer has Buyers have not waived such condition on or before the Closing Datesuch date; or (iiv) by Seller and the Company, if any of the conditions condition in Section 8 13 has not been satisfied as of the Closing Date date that is ten (10) days after the end of the Inspection Periods or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller and the Company to comply with their its obligations under this Agreement) ), and Seller has not waived such condition on or before the Closing Date;
such date; (cvi) by mutual consent of Buyer and Acquisition and Seller and the CompanyVPRB, Mr. ▇▇▇▇▇ ▇nd Vapor; or
(dvii) by either Buyer and Acquisition or Seller and the Company Buyers if the Closing has not occurred (on or before the Closing Date other than through the failure fault of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998Buyers, or such later date as the parties may agree upon. A party's right ; or (viii) by Seller if the Closing has not occurred on or before the Closing Date other than through the fault of termination under Section 9.1 is in addition to any other rights it may have under this Agreement Seller, or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of such later date as the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedmay agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminatedClosing without either party (except as provided in Section 10.1(e)) incurring any termination fee:
(a) by either Buyer and Acquisition or Seller and VISTA, if VISTA reasonably determines that the Company if a material Breach timely satisfaction of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions condition set forth in Section 7 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes become impossible (other than through as a result of any failure on the failure part of Buyer VISTA to comply with its obligations under or perform any covenant or obligation of VISTA set forth in this Agreement) and Buyer has not waived such condition on or before the Closing Date; or );
(iib) by Seller and the CompanyGEOSURE, if GEOSURE reasonably determines that the timely satisfaction of any of the conditions condition set forth in Section 8 9 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes become impossible (other than through as a result of any failure on the failure part of Seller and GEOSURE or any of the Company Partners to comply with their obligations under or perform any covenant or obligation set forth in this Agreement) and Seller has not waived such condition on Agreement or before the Closing Datein any other agreement or instrument delivered to VISTA);
(c) by mutual consent VISTA, if the Closing has not taken place on or before March 31, 1999 (other than as a result of Buyer and Acquisition and Seller and any failure on the Company; orpart of VISTA to comply with or perform any covenant or obligation of VISTA set forth in this Agreement);
(d) by either Buyer and Acquisition or Seller and the Company GEOSURE, if the Closing has not occurred taken place on or before March 31, 1999 (other than through as a result of the failure on the part of GEOSURE or any party seeking to terminate this Agreement of the Partners to comply fully with its obligations under this Agreement) on or before September 30, 1998, perform any covenant or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is obligation set forth in addition to any other rights it may have under this Agreement or otherwisein any other agreement or instrument delivered to VISTA);
(e) by GEOSURE (at any time prior to Partner approval of this Agreement, the exercise of Acquisition and the transactions contemplated hereby) if, pursuant to and in compliance with Section 5.4, GEOSURE and its general partners conclude in good faith that GEOSURE must accept an unsolicited bona fide written proposed Acquisition Transaction which could reasonably be expected to result in a right of termination will not be an election of remedies. If transaction that is more favorable to the Partners than the Acquisition (any such more favorable proposed Acquisition Transaction being referred to in this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will surviveas a "Superior Proposal"); provided, however, that if this Agreement is terminated by pursuant to this Section 10.1(e), GEOSURE shall pay to VISTA a party because nonrefundable fee of a breach $500,000 in cash upon GEOSURE's (or its General Partners') election to accept such Superior Proposal. In reaching such conclusion, the general partners of the Agreement GEOSURE shall consult with outside legal counsel (and other advisors as appropriate);
(f) by the other party or because one or more mutual consent of the conditions to the terminating party's obligations is not satisfied VISTA and GEOSURE; or
(g) by VISTA, as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedprovided in Section 10.3.
Appears in 1 contract
Sources: Partnership Interest Purchase Agreement (Vista Information Solutions Inc)
Termination Events. This Agreement may, by By written notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows:
(a) by either Buyer and Acquisition Buyer, in the event EPB or Seller breaches any representation or warranty, or fails to perform any covenant contained in this Agreement, and such breach or failure to perform (i) individually or in combination with any other breach or failure to perform, would cause any condition set forth in Section 8.1 or Section 8.2 not to be satisfied, and (ii) is not cured (A) within 30 days following delivery of written notice of such breach or failure to perform from Buyer to EPB and Seller or (B) by the Company Final Date, whichever is earlier;
(b) by EPB and Seller, in the event Buyer breaches any representation or warranty, or fails to perform any covenant contained in this Agreement, and such breach or failure to perform (i) individually or in combination with any other breach or failure to perform, would cause any condition set forth in Section 8.1 or Section 8.3 not to be satisfied, and (ii) is not cured (A) within 30 days following delivery of written notice of such breach from EPB to Buyer or (B) by the Final Date, whichever is earlier;
(c) by Buyer or EPB and Seller, if a material Breach of any provision temporary, preliminary or permanent injunction or other Order has been issued since the date of this Agreement has been committed by any Governmental Authority that prevents the other party consummation of the transactions contemplated hereby and such Breach Order has not been cured or waived within ten (10) days of the date of notification of such Breachbecome final and non-appealable;
(id) by Buyer or EPB and Acquisition Seller, if the satisfaction of any of the conditions to such party’s obligation to close the transactions contemplated hereby as set forth in Section 7 has not been satisfied as Article VIII becomes incapable of fulfillment on or prior to the Closing Final Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer the terminating party to comply with its obligations under this Agreement, in which case this Agreement may not be terminated by such party for such reason) and Buyer such party has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Datedate;
(ce) by mutual consent of Buyer and Acquisition EPB and Seller and the CompanySeller; or
(df) by either Buyer or EPB and Acquisition or Seller and the Company Seller, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998the Final Date, or such later date as the parties may agree upon. A party's ; provided, that the right to terminate this Agreement under this Section 9.1(f) shall not be available if the failure of the party so requesting termination under Section 9.1 is in addition to fulfill any other rights it may have obligation under this Agreement or otherwise, shall have been the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations cause of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach failure of the Agreement by the other party Closing to occur on or because one or more of the conditions prior to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedFinal Date.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either mutual written consent of the Buyer and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such BreachSeller;
(b) (i) by the Buyer and Acquisition if any of the conditions contained in Section 7 Sections 4.02, 4.03 and 4.04 of this Agreement has not been satisfied as of on the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Closing Datesuch date; or (ii) by Seller and the CompanySeller, if any of the conditions contained in Section 8 Sections 4.01, 4.03 and 4.04 of this Agreement has not been satisfied of on the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller and the Company to comply with their its obligations under this Agreement) and the Seller has not waived such condition on or before the Closing Datesuch date;
(c) by mutual consent of either the Buyer and Acquisition and or the Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party the Party seeking to terminate this Agreement to fully comply fully with its obligations under this Agreement) on or before September 30the date that is nine (9) months from the date hereof, 1998, or provided the Buyer’s right to renew such later date as the parties may agree upon. A party's right of termination period under Section 9.1 is in addition to any other rights it may have under 12.03 has not been exercised;
(d) by the Buyer if a material breach of this Agreement or otherwise, has been committed by the exercise Seller and such breach has not been waived;
(e) by the Seller if a material breach of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement has been committed by the other party or because one or more of Buyer and such breach has not been waived; or
(f) by the conditions to the terminating party's obligations is not satisfied Buyer if, at Closing, as a result of the other party's failure to comply with its obligations under this Agreementmost recent minutes of a Technical Committee Meeting - TCM or an Operating Committee Meeting — OCM of Block BCAM-40, or an official communication amongst the terminating party's right to pursue all legal remedies members of the Block BCAM-40 consortium, that discusses the compression station, there is reasonable indication that such final investment decision will survive such termination unimpairednot be taken within six (6) months after Closing, in which case the penalty described in 12.02(b) will not apply.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company Buyers if a material Breach of any provision of this Agreement has been committed by the other party Shareholders or Cinemex which, if not cured at Closing, would cause the conditions specified in either of Sections 7.1 or 7.2 not to be satisfied, and the Shareholders or Cinemex have not cured such Breach has not been cured or waived within ten (10) 15 days of the date of notification of such Breachnotice by Buyers;
(b) by Shareholders if a material Breach of any provision of this Agreement has been committed by Buyers which, if not cured at Closing, would cause the conditions specified in either of Sections 8.1 or 8.2 not to be satisfied, and Buyers have not cured such Breach within 15 days of notice by Buyers;
(c) (i) by Buyer and Acquisition Buyers if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Buyers to comply with its their obligations under this Agreement) and Buyer has Buyers have not waived such condition in writing on or before the Closing Date; or (ii) by Seller and the Company, Shareholders if any of the conditions in Section 8 has not been satisfied of on the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company Shareholders or Cinemex to comply with their respective obligations under this Agreement) and Seller has the Shareholders have not waived such condition in writing on or before the Closing Date;
(cd) by mutual consent of Buyer and Acquisition and Seller and the CompanyShareholders; or
(de) by either Buyer and Acquisition or Seller and the Company Shareholders if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30June 19, 19982002, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Stock Purchase Agreement (Loews Cineplex Entertainment Corp)
Termination Events. This Agreement may, by notice given prior to or at ------------------ the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company or Buyer if a the terminating party is not then in material Breach breach of any provision of this Agreement has been and the nonterminating party shall have committed by the other party a material breach of any provision of this Agreement and such Breach breach has not been (i) cured or waived within ten by the earlier of (10A) five (5) days of after the date of notification nonterminating party receives notice of such Breach;material breach or (B) the Closing Date or (ii) waived by the terminating party.
(b) (i) by Buyer and Acquisition if any of the conditions in Section 7 has 10.1 or Section 10.2 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer or Buyer Principals to comply with its their obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has 10.1 and Section 10.3 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company or Seller to comply with their obligations under this Agreement) and Seller the Company has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if (i) either Buyer or the Company is not reasonably satisfied with the results of its legal, business and accounting due diligence or (ii) the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30July 15, 19981999, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is upon in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedwriting.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breach;Buyers,
(i) in the event of non-compliance by Buyer and Acquisition any Debtor with the requirements set forth in Section 6.1 hereof, except where such non-compliance has not or would not reasonably be expected to have a Material Adverse Effect, provided that if any such non-compliance is curable prior to December 31, 2003 by the Sellers through the use of commercially reasonable efforts, following written notice of such breach from the Buyers for as long as the Sellers shall be using their commercially reasonable best efforts to cure such breach, the Buyers may not terminate this Agreement pursuant to this clause (i),
(ii) in the event the Sellers shall fail to make their pre-merger notification filing with the Federal Trade Commission no later three days following entry of the Confirmation Order,
(iii) if the Bankruptcy Court shall fail to enter (A) the Sale Order in the form required by Section 6.1 on or before November 30, 2003 or, (B) if the Reorganizing Heber Debtors pursue confirmation of the Plan, the Confirmation Order on or before December 15, 2003,
(iv) if there shall have been, since the date hereof, any change, condition, circumstance or occurrence of any event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect,
(v) if any of the conditions in Section 7 has Sections 7.1 through and including 7.15 are not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible by December 31, 2003 (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company Buyers to comply with their obligations under this Agreement) and Seller has the Buyers have not waived such condition condition, or
(vi) if the Closing Date does not occur on or before prior to December 31, 2003;
(b) by the Closing Date;Sellers,
(i) if any of the conditions in Section 8.1 through and including 8.9 becomes incapable of being satisfied by December 31, 2003 (other than through the failure of the Sellers to comply with their obligations under this Agreement) and the Sellers have not waived such condition, or
(ii) if the Buyers fail to make the Deposit as required by Section 2.3 of this Agreement, (a termination pursuant to this clause (b) resulting from a breach by the Buyers of obligations under this Agreement being referred to as a "Buyer Default Termination"); or
(c) by mutual consent of Buyer and Acquisition and Seller the Buyers and the Company; or
Sellers (d) which such consent shall be signed by either Buyer each such party hereto and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedeffective when signed.
Appears in 1 contract
Sources: Ownership Interest Purchase Agreement (Covanta Energy Corp)
Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 13.02, this Agreement may be terminated:
(a) by either Buyer and Acquisition or Seller and the Company CTI, if a material Breach of any provision of this Agreement has been committed by the other party Seller and such Breach has not been cured by Seller within a reasonable time after notice of such material Breach has been given to Seller or waived within ten (10) days of the date of notification of such Breachby Buyers;
(ib) by Buyer Seller, if a material Breach of any provision of this Agreement has been committed by Buyers and Acquisition such Breach has not been cured by Buyers within a reasonable time after notice of such material Breach has been given to CTI or waived by Seller;
(c) by CTI, if any of the conditions condition in Section 7 4.03 has not been satisfied as of the date specified for Closing Date in Section 4.01 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer CTI to comply with its obligations under this Agreement) , and Buyer CTI has not waived such condition on or before the Closing Datesuch date; or -------------------------------------------------------------------------------- 45
(iid) by Seller and the Company, if any of the conditions condition in Section 8 4.04 has not been satisfied as of the date specified for Closing Date in Section 4.01 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller and the Company to comply with their its obligations under this Agreement) , and Seller has not waived such condition on or before the Closing Datesuch date;
(ce) by mutual consent of Buyer Buyers and Acquisition and Seller and the Company; orSeller;
(df) by either Buyer and Acquisition or Seller and the Company CTI if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September June 30, 1998, 2004 or such later date as the parties may agree upon. A party's right of termination under Section 9.1 , unless CTI is in addition to any other rights it may have under material Breach of this Agreement Agreement; or
(g) by Seller if the Closing has not occurred on or otherwisebefore June 30, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of 2004 or such later date as the parties under this Agreement terminatemay agree upon, except the obligations unless Seller is in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because material Breach of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cti Molecular Imaging Inc)
Termination Events. This Subject to Section 7.1(b), this Agreement may, by written notice given prior to before the earlier of the Closing or at the Closingany applicable cutoff date as specified below, be terminated:
(a) by either Buyer and Acquisition or Seller mutual consent of the Purchasers, on the one hand, and the Company if a material Breach of any provision of this Agreement has been committed by Seller Parties, on the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breachhand;
(ib) by Buyer and Acquisition the Seller Parties, on the one hand, or the Purchasers, on the other hand, if a Party fails to perform in a material respect any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has ; provided, however, a breaching Party shall not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company be permitted to comply with their obligations under terminate this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of Purchasers for any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) reason on or before prior to the earlier of the MOFCOM Transfer Submission Date or September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive2012; provided, however, that if the MOFCOM Transfer Submission is delayed by NeoStem as described in Section 5.1(i) such that the Submission Permission Date would be later than September 30, 2012, then the date by which the Purchasers may elect to terminate this Agreement is terminated by a party because of a breach of the Agreement pursuant to this Section 7.1(c) shall automatically be extended by the other party or because one or more of Delayed Submission Period.
(d) by the conditions to the terminating party's obligations is not satisfied Seller Parties, solely as a result of the other party's failure Seller Parties selling the Erye Interest to comply a third party pursuant to terms and conditions superior to the terms and conditions as set forth in this Agreement (the “Third Party Transaction”), if required, as consistent with the fiduciary duties of its obligations board of directors, under Delaware law as supported by the opinion of the Seller Parties’ legal counsel; provided, that if the Seller Parties terminate this Agreement pursuant to this Section 7.1(d), the Seller Parties shall pay, prior to the effectiveness of the termination pursuant to this Section 7.1(d), a breakup fee to the Purchasers in the aggregate amount of Six Hundred and Fourteen Thousand US Dollars (US$614,000), being equal to 5% of the Total Cash Purchase Price (the “Break-up Fee”);
(e) by the Seller Parties if NeoStem has failed to obtain the NeoStem Shareholder Approval after using all reasonable efforts to satisfy the conditions of this Agreement; and
(f) by any Party, if any applicable Governmental Authority shall have enacted, issued, promulgated, enforced or entered any order, decree or ruling (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, makes illegal or otherwise prohibits the terminating party's right to pursue all legal remedies will survive such termination unimpairedconsummation of the Transaction.
Appears in 1 contract
Termination Events. This Agreement maymay be terminated and the Merger abandoned at any time prior to the Effective Time, by notice given whether prior to or at after the Closing, be terminated:
Required Stockholder Approval: (a) by either Buyer and Acquisition or Seller the mutual consent of the Company and the Company if a material Breach of any provision of this Agreement has been committed Parent, (b) by the other party and such Breach has not been cured Company or waived within ten (10) days of the date of notification of such Breach;
Parent, if: (i) in the case of termination by Buyer and Acquisition if the Company, either of the Parent or Merger Sub (or, in the case of termination by the Parent, the Company) shall have breached in any material respect any of its representations or warranties contained in this Agreement such that the conditions in Section 7 has 9.1 and 8.1, respectively, cannot been satisfied be satisfied, or any such representation or warranty shall not be true or correct in all material respects at and as of the Closing Date or with the same effect as if satisfaction of made at such a condition is or becomes impossible time (other than through the failure of Buyer to comply with its obligations under this Agreement) such exceptions as are set forth in Sections 8.1 and Buyer has not waived such condition on or before the Closing Date9.1, respectively); or (ii) in the case of termination by Seller and the Company, if either the Parent or Merger Sub (or, in the case of termination by the Parent, the Company) shall have failed to comply in all material respects with any of its covenants or agreements contained in this Agreement to be complied with or performed by it at or prior to the Closing such that the conditions in Section 8 has 9.1 and 8.1, respectively, cannot been satisfied be satisfied; (iii) an injunction is entered, enforced or deemed applicable to this Agreement, which prohibits the consummation of the Closing Date or if satisfaction transactions contemplated hereby; (iv) any Governmental Body, the consent of which is a condition to the obligation of such a condition is party to consummate the transactions contemplated hereby, shall have determined to withhold, delay or becomes impossible not to grant its consent and such withholding, delay or failure to grant consent reasonably expected to extend past March 30, 2012; or (other than through v) the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has Closing shall not waived such condition have occurred on or before the Closing Date;
prior to March 30, 2012, or (c) by mutual consent of Buyer and Acquisition and Seller and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company Parent, if the Closing has Required Stockholder Approval is not occurred (other than through obtained within the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination period proscribed under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired6.1.
Appears in 1 contract
Termination Events. This Agreement may, by notice given may be terminated at any time prior to or at the Closing, be terminatedClosing as follows:
(a) by either Buyer and Acquisition or Seller the written consent of the Purchaser and the Company if a material Breach Sellers;
(b) by the Purchaser, (i) in the event of any provision breach by any Seller of any covenant, representation or warranty contained in this Agreement that would prevent or has prevented the satisfaction of any condition set forth in Section 8.1, as applicable, at the Closing, and such breach has not been committed waived by the other party and such Breach Purchaser, as applicable, or cannot be or has not been cured by such Seller within the earlier of (x) thirty (30) Business Days after written notice thereof from the Purchaser or waived within ten (10y) days of the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Termination Date; , or (ii) by Seller and the Company, if any of the conditions in accordance with Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date6.6;
(c) by mutual consent the Sellers, in the event of Buyer any breach by the Purchaser of any covenant, representation or warranty contained in this Agreement that would prevent or has prevented the satisfaction of any condition set forth in Section 8.2 at the Closing, and Acquisition and Seller and such breach has not been waived by the Company; orSellers or cannot be or has not been cured by the Purchaser, as applicable, within the earlier of (i) thirty (30) Business Days after written notice thereof by the Sellers or (ii) the Termination Date;
(d) by either Buyer and Acquisition or Seller and the Company if Sellers, in the Closing has not occurred event that (i) all of the conditions set forth in Article VIII (other than through those conditions that by their nature are to be satisfied at the failure Closing, each of any party seeking which would be reasonably capable of being satisfied at the Closing) are satisfied as of the date on which Closing is required to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated take place pursuant to Section 9.12.2, all further obligations (ii) each of the parties under this Agreement terminateSellers has irrevocably confirmed by written notice to the Purchaser that each of them stands ready, except willing and able to effect the obligations in Section 11.1 Closing, and 11.3 will survive(iii) the Purchaser fails to effect the Closing within two (2) Business Day following the delivery of such written notice;
(e) by the Purchaser or by the Sellers if the transactions contemplated hereby have not been consummated by November 19, 2019 (the “Termination Date”); provided, however, that if the Purchaser or the Sellers, as applicable, will not be entitled to terminate this Agreement is terminated by a party because of a pursuant to this Section 10.1.1(e) if the Purchaser’s breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, on the terminating party's right to pursue all legal remedies will survive one hand, or if any Seller’s breach of this Agreement, on the other hand, has prevented the consummation of the transactions contemplated by this Agreement by such termination unimpaireddate;
(f) by the Sellers if the Parties receive a binding, non-appealable disapproval under any Purchaser-driven Law; or
(g) by the Purchaser or by the Sellers by reason of a final, non-appealable Law or Order enacted or issued by any Governmental Authority of competent jurisdiction that is in effect and has the effect of prohibiting the transactions contemplated herein.
Appears in 1 contract
Sources: Securities Purchase Agreement (Enpro Industries, Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition Purchaser, on the one hand, or Seller and Seller, on the Company other hand, if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been cured or waived within ten (10) days of by the date of notification of party adversely affected by such Breachbreach;
(b) (i) by Buyer and Acquisition Purchaser if any of the conditions in Section 7 5.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 5.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their its obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Purchaser and Acquisition and Seller and the Company; orSeller;
(d) by either Buyer and Acquisition Purchaser or Seller and the Company Seller, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 305:00 P.M. on April 5, 19981999; or
(e) By Seller if (i) Seller has not willfully breached any of the terms of this Agreement in a manner resulting in failure of a condition set forth in Section 5.2(a) or 5.2(b), or (ii) Seller approves entering into a binding written agreement concerning a transaction that constitutes a Superior Proposal and Seller notifies Purchaser in writing that Seller wishes to enter into such later date agreement, (iii) Purchaser does not make, within five business days of receipt of Seller's written notification of Seller's desire to enter into a binding agreement for a Superior Proposal, an offer that Seller believes, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to Seller as the parties may agree upon. A party's right Superior Proposal, and that contains terms and conditions (other than with respect to type or amount of termination under Section 9.1 is in addition consideration) that do not differ materially from the terms and conditions of the proposed agreement for such Superior Proposal, (iv) Seller refunds to any other rights it may have under this Agreement or otherwisePurchaser, without interest, the exercise Deposit, and (v) Seller pays to Purchaser a fee in the amount of a right $1,000,000 simultaneously with delivery of termination will not be an election notice of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedtermination.
Appears in 1 contract
Sources: Stock Purchase Agreement (Supreme International Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition NAI or Seller and the Company Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived or cured or waived within ten (10) days a reasonable amount of time after written notice of such Breach by the non-breaching party to the breaching party. Notwithstanding the foregoing, if the nature of the date of notification of Breach is such that it would be impractical or unreasonable to give the breaching party an opportunity to cure such Breach, the non-breaching party need not give the breaching party such opportunity;
(b) (i) by Buyer and Acquisition NAI if any of the conditions in Section 7 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer NAI to comply with its obligations under this Agreement) and Buyer NAI has not waived such condition on or before the Closing DateClosing; or (ii) by Seller and the CompanySellers, if any of the conditions in Section 8 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company Sellers to comply with their obligations under this Agreement) and Seller has Sellers have not waived such condition on or before the Closing DateClosing;
(c) by mutual written consent of Buyer NAI and Acquisition and Seller and the CompanySellers; or
(d) by either Buyer and Acquisition NAI or Seller and the Company Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30December 15, 19982005, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Stock Purchase Agreement (Natural Alternatives International Inc)
Termination Events. This Notwithstanding anything to the contrary in this Agreement, this Agreement may, by notice given may be terminated and the Transaction abandoned at any time prior to or at the Closing, be terminatedClosing as follows:
(a) by either Buyer mutual written consent of Global and Acquisition AEHC;
(b) by AEHC if Global shall have breached or Seller failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in the failure of a condition set forth in Section 4.1 or 4.2, and the Company if a material Breach of any provision of this Agreement has been committed (ii) (A) cannot be cured by the other party and such Breach has End Date or (B) if capable of being cured by the End Date, shall not have been cured or waived within ten thirty (1030) days following receipt of written notice from AEHC of such breach or failure to perform or any shorter period of time that remains between the date of notification of such Breach;
(i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller written notice and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing End Date;
(c) by mutual consent Global if AEHC shall have breached or failed to perform any of Buyer its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in the failure of a condition set forth in Section 4.1 or 4.3, and Acquisition and Seller (ii) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been cured within thirty (30) days following receipt of written notice from Global of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the Company; orEnd Date;
(d) by either Buyer Global or AEHC if (i) any of the conditions set forth in ARTICLE IV shall have become incapable of fulfillment due to (x) the final and Acquisition nonappealable entry of any Order preventing or Seller enjoining the Transaction or (y) the final and nonappealable entry of any Legal Restraint preventing the Company if Transaction, or (ii) the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement to comply fully with its obligations and covenants under this Agreement) on or before September 30March 31, 1998, or 2012 (as such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwiseso extended, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive“End Date”); provided, however, if either Party determines in good faith that if this Agreement additional time is terminated necessary in order to obtain any approval for the Transaction required by any Governmental Authority, such Party may extend such date in ninety (90) day increments for purposes of securing such approval, provided, that no such extension shall extend to a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreementdate beyond September 30, the terminating party's right to pursue all legal remedies will survive such termination unimpaired2012.
Appears in 1 contract
Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows:
(a) by either Buyer and Acquisition or Seller and (provided that the Company if a terminating party is not then in material Breach of this Agreement) in the event that any provision of representation or warranty contained in this Agreement has been committed by of the other non-terminating party is Breached in any material respect and such Breach cannot be or has not been cured or waived within ten (10) 30 days after the giving of the date of notification written notice to such terminating party of such Breachinaccuracy and which Breach would provide the terminating party the ability to refuse to consummate the Contemplated Transactions under the applicable standard set forth in Section 7.1 of this Agreement in the case of any termination by Buyer and Section 8.1 of this Agreement in the case of any termination by Seller;
(ib) by Buyer and Acquisition or Seller (provided that the terminating party is not then in material Breach of this Agreement) in the event of a material Breach by the non-terminating party of any covenant or agreement contained in this Agreement which cannot be or has not been cured within 30 days after the giving of written notice to the non-terminating party of such breach;
(c) by Buyer if any of the conditions condition in Section Article 7 has not been satisfied as of on or before March 31, 2008, or such later date upon which the Closing Date parties may agree, or if satisfaction of any such a condition by such date is or becomes impossible (other than through the failure as a result of Buyer to comply with its obligations under Buyer’s material Breach of this Agreement) ), and Buyer has not waived such condition on or before the Closing Date; or such date;
(iid) by Seller and the Company, if any of the conditions condition in Section Article 8 has not been satisfied of on or before March 31, 2008, or such later date upon which the Closing Date parties may agree, or if satisfaction of any such a condition by such date is or becomes impossible (other than through the failure as a result of Seller and the Company to comply with their obligations under Seller’s material Breach of this Agreement) ), and Seller has not waived such condition on or before the Closing Datesuch date;
(ce) by mutual consent of Buyer and Acquisition and Seller and the CompanySeller; or
(df) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure it receives a Competing Bid prior to shareholder approval of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30, 1998and Seller’s Board of Directors determines, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 after consultation with Seller’s legal counsel and 11.3 will survive; provided, howeverfinancial advisers, that if this Agreement accepting such Competing Offer is terminated by a party because of a breach of necessary in order for the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure Board to comply with its obligations fiduciary duties to the Seller’s shareholders under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedapplicable law.
Appears in 1 contract
Termination Events. This Agreement may, by By notice given prior to or at the Closing, this Agreement may be terminatedterminated as follows:
(a) by either Buyer agreement of Purchaser and Acquisition or Seller and the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such BreachSeller;
(b) by either Purchaser or Seller if (i) by Buyer and Acquisition if any of the conditions in Section 7 has not been satisfied as of the Closing Date shall not have occurred on or if satisfaction of such a condition is or becomes impossible before October 31, 2005 (other than through as may be extended as provided below, the failure of Buyer “Outside Date”) and (ii) the party seeking to comply with terminate this Agreement pursuant to this Section 7.1(b) shall not have breached in any material respect its obligations under this Agreement) and Buyer has not waived such condition Agreement in any manner that shall have proximately caused the failure to consummate the Transactions on or before the Closing Date; or (ii) by Seller and the Companysuch date, if any except that if, as of the October 31, 2005, all conditions set forth in Section 8 has not 6.1, Section 6.2 and Section 6.3 of this Agreement have been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible waived (other than through those that are to be satisfied by action taken at the failure of Closing) other than the conditions set forth in Section 6.1(b) and/or Section 6.2(d), then either Purchaser or Seller and may extend the Company Outside Date to comply with their obligations under this Agreement) and Seller has not waived such condition January 31, 2006, by providing written notice to the other party on or before the Closing DateOctober 31, 2005;
(c) by mutual consent either Purchaser or Seller if (i) a statute, rule, regulation or executive order shall have been enacted, entered or promulgated prohibiting the consummation of Buyer the Transactions or (ii) an order, decree, ruling or injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions and Acquisition such order, decree, ruling or injunction shall have become final and Seller non-appealable and the Company; or
(d) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to comply fully this clause shall have used all reasonable efforts to remove such injunction, order, decree or ruling;
(d) by Seller, if Purchaser or Purchaser Guarantor shall have breached or failed to perform in all material respects any of their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or Section 6.3 and (ii) cannot be cured by October 31, 2005 (or, in the case of the condition set out in Section 6.1(b) and/or Section 6.2(d), January 31, 2006) provided that Seller shall have given Purchaser not less than five (5) Business Days written notice stating Seller’s intention to terminate this Agreement pursuant to this Section 7.1(d) and the basis for such termination;
(e) by Purchaser, if Seller or Seller Guarantor shall have breached or failed to perform in all material respects any of their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or Section 6.2 and (ii) cannot be cured by October 31, 2005 (or, in the case of the condition set out in Section 6.1(b) and/or Section 6.2(d), January 31, 2006), provided that Purchaser shall have given Seller not less than five (5) Business Days written notice stating Purchaser’s intention to terminate the Agreement pursuant to this Section 7.1(e) and the basis for such termination;
(f) by Purchaser in accordance with its obligations under Exhibit D; or
(g) by Seller if the condition precedent in Section 6.2(h) is not satisfied (or waived in accordance with this Agreement) on or before September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is 2005 and Seller shall not have breached in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with material respect its obligations under this Agreement, Agreement in any manner that shall have proximately caused the terminating party's right failure to pursue all legal remedies will survive satisfy such termination unimpairedcondition precedent on or before such date.
Appears in 1 contract
Sources: Share Purchase Agreement (Valentia Telecommunications)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) a. By Buyer for any or all of the reasons specified in, and as permitted by, Section 9.7.b. for an uncured objection to the environmental condition, Section 9.8.b. for an uncured objection to title, Section 9.9.b. for an uncured objection to the Survey, Section 9.10. for a condemnation by either a Governmental Body, Section 9.16.b. for the failure to obtain the required consents to the assumption of the University Lease, or Section 9.17.b. based upon an objection to a Schedule.
b. By Buyer and Acquisition if Seller does not enter into the Construction Contract;
c. By Sellers, acting together, on the one hand, or Seller and Buyer, on the Company other hand, if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been cured or waived within ten (10) days of the date of notification of such Breachwaived;
(i) by Buyer and Acquisition By Sellers, acting together, if any of the conditions in Section 7 has 10. hereof have not been satisfied as of the Closing Date or if satisfaction of such a condition conditions is or becomes impossible (other than through the failure of Sellers to comply with any of their respective obligations hereunder) and Sellers have not waived such conditions on or before the Closing Date; or
(ii) By Buyer if any of the conditions in Section 11. hereof have not been satisfied as of the Closing Date or if satisfaction of such conditions is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreementhereunder) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date;
(c) by mutual e. By the consent of Sellers, acting together, on the one hand, and Buyer, on the other hand;
f. By Sellers, acting together, if the Closing has not occurred (other than through the failure of Sellers to comply fully with their respective obligations under this Agreement) at any time after the Scheduled Closing Date (if Buyer and Acquisition and Seller and has failed to make any required Supplemental ▇▇▇▇▇▇▇ Money Deposit to extend the CompanyClosing) or the Extension Date (if Buyer has made any required Supplemental ▇▇▇▇▇▇▇ Money Deposit to extend the Closing); or
(d) by either Buyer and Acquisition g. By Sellers, acting together, on the one hand, or Seller and Buyer, on the Company other hand, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its respective obligations under this Agreement) on or before September 30, 1998within sixty (60) days after the Scheduled Closing Date, or such later date as the parties may in writing agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.
Appears in 1 contract
Sources: Asset Purchase Agreement (Paracelsus Healthcare Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer and Acquisition the Company, on the one hand, or Seller and by Buyer, on the Company other hand, if a material Breach breach of any provision of covenant or agreement in this Agreement has been committed by the other party and such Breach breach has not been cured or waived within ten (10) cured, fifteen days after written notice of the date of notification of such Breachbreach, or expressly waived in writing;
(b) by Buyer at any time prior to Closing if it discovers a breach of any representation or warranty of the Company or Stockholder, which breach is not cured before the Closing Date;
(c) (i) by Buyer and Acquisition if any of the conditions in Section 7 has Article VI have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not expressly waived such condition in writing on or before the Closing DateClosing; or (ii) by Seller and the Company, if any of the conditions in Section 8 Article VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and the Company or the Stockholder to comply with their obligations under this Agreement) and Seller the Company has not expressly waived such condition in writing on or before the Closing DateClosing;
(cd) by mutual consent of Buyer and Acquisition and Seller and the Company; or;
(de) by Buyer pursuant to Section 1.6;
(f) by Buyer if ChevronTexaco shall have exercised its Right of First Refusal under either of the Lube Agreements;
(g) by either Buyer and Acquisition or Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before September 30May 15, 19982005, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is upon in addition writing; or
(h) by Buyer if the Disclosure Schedules are not in form and substance satisfactory to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations Buyer in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpairedsole discretion.
Appears in 1 contract
Sources: Asset Purchase Agreement (United Fuel & Energy Corp)