Closing or Termination. (a) In the event the Closing of this Agreement shall not take place by July 28, 2002, then any party shall have the right to terminate this Agreement in which event no party shall have any further right or obligation as against any other, except as set forth in Section 11(b). (b) In the event this Agreement fails to close on or before July 28, 2002 for any reason, then RxBazaar agrees to abide by the terms of the letter agreement between SB Merger and RxBazaar dated January 30, 2002, regarding the payment of break-up fees to SB Merger (such letter agreement as amended from time to time, the "Fee Agreement"). The parties agree that the break-up fee shall be construed as liquidated damages and shall be RxBazaar's sole liability in connection with any termination or abandonment of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Sb Merger Corp), Merger Agreement (Sb Merger Corp)