Common use of Additional Termination Right Clause in Contracts

Additional Termination Right. In addition to any other rights of termination provided for hereunder or otherwise, the Buyer shall have the right to terminate this Agreement according to the procedures set forth in the next sentence. Buyer may at any time prior to Closing give Shareholders written notice that Buyer has discovered adverse facts or matters during the course of its due diligence review which Buyer has reasonably determined are expected to require an amount in excess of $10 million to cure or correct, specifying the adverse facts or matters to be cured and, in the alternative, an amount by which the Buyer proposes to reduce the Consideration in lieu of such cure or correction; Shareholders shall thereupon have five (5) Business Days to notify Buyer in writing whether Shareholders will (i) undertake to cure or correct such matters to the reasonable satisfaction of Buyer, (ii) instead accept the specified reduction in the Consideration, or (iii) decline as to both (i) and (ii). If Shareholders decline pursuant to the foregoing clause (iii), or choose clause (i) but do not perform or cause to be performed the obligations thereunder to the reasonable satisfaction of Buyer, or if Shareholders fail to give the required notice hereunder within five Business Days, then Buyer shall forthwith have the option to terminate this Agreement upon written notice to Shareholders of the same.