Common use of Method of Termination Clause in Contracts

Method of Termination. This Assets Purchase Agreement and the transactions contemplated hereby may be terminated at any time prior to a Transfer Date: (a) by the mutual consent of SBCL and ActaMed; (b) by SBCL by written notice of termination to ActaMed given after ActaMed shall have failed to meet the Transfer Benchmarks with respect to a Region by any applicable Measurement Date; (c) by ActaMed, if SBCL shall (1) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer Date, or (2) materially breach any of its representations, warranties or covenants contained herein; (d) by SBCL, if ActaMed shall (1) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer Date, or (2) materially breach any of its representations, warranties or covenants contained herein; (e) by either SBCL or ActaMed if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on ActaMed or SBCL which prohibits or restrains ActaMed or SBCL from consummating the transactions contemplated by this Assets Purchase Agreement, provided that ActaMed and SBCL shall have used their best efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within thirty (30) days after entry; (f) by SBCL if SBCL terminates the Services Agreement; or (g) by ActaMed if ActaMed terminates the Services Agreement.

Method of Termination. This Assets Purchase Agreement may be terminated prior to the Closing Date, by any of the following methods: A. Mutual consent of PharmaHub and WWR; B. By written notice from any of the Parties, if within ten (10) business days after receipt of written notice that the Closing Date has passed, the Closing has not occurred; provided however, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby may hereby, then the Closing Date shall automatically be terminated at extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the Parties to complete the procedures required to consummate the transactions contemplated hereby; provided further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “13” of this Agreement shall not be available to any time prior party whose failure to a Transfer Date: (a) by fulfill any obligation pursuant to this Agreement has been the mutual consent cause of SBCL and ActaMedor resulted in the failure of the Closing to occur on or before such date; (b) by SBCL by written notice C. By WWR if there is a material breach of termination to ActaMed given after ActaMed shall have failed to meet the Transfer Benchmarks with respect to a Region by any applicable Measurement Date; (c) by ActaMed, if SBCL shall (1) fail to perform representation or warranty set forth in Article “6” of this Agreement or any material respect its agreements contained herein required covenant or agreement to be complied with or performed by it PharmaHub pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the failure of a condition set forth in Article “10” of this Agreement to be satisfied (and such condition is not waived in writing by WWR) on or prior to such Transfer the Closing Date, or (2) materially breach the occurrence of any event which results in the failure of its representations, warranties or covenants contained herein; (d) by SBCL, if ActaMed shall (1) fail to perform a condition set forth in any material respect its agreements contained herein required Article “10” of this Agreement to be performed by it satisfied on or prior to the Closing Date; provided however, that, WWR may not terminate this Agreement prior to the Closing if PharmaHub has not had an adequate opportunity to cure such Transfer Datefailure, or (2) materially breach any pursuant to Article “15” of its representations, warranties or covenants contained herein; (e) by either SBCL or ActaMed if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on ActaMed or SBCL which prohibits or restrains ActaMed or SBCL from consummating the transactions contemplated by this Assets Purchase Agreement, provided that ActaMed and SBCL shall have used their best efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within thirty (30) days after entry; (f) by SBCL if SBCL terminates the Services Agreement; or D. By PharmaHub if there is a material breach of any representation or warranty set forth in Article “5” of this Agreement or any covenant or agreement to be complied with or performed by WWR pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the failure of a condition set forth in Article “10” of this Agreement to be satisfied (gand such condition is not waived in writing by PharmaHub) by ActaMed on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Article “10” of this Agreement to be satisfied on or prior to the Closing Date; provided, however, that PharmaHub may not terminate this Agreement prior to Closing if ActaMed terminates the Services WWR has not had an adequate opportunity to cure such failure, pursuant to Article “15” of this Agreement.

Method of Termination. This Assets Purchase Agreement constitutes the binding and irrevocable agreement of the parties to consummate the transactions contemplated hereby hereby, subject to and in accordance with the terms hereof, the consideration for which is (a) the covenants, representations, warranties and agreements set forth in this Agreement; and (b) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, and by Seller, on the other hand, in respect of this Agreement, and this Agreement may be terminated at any time prior to a Transfer Dateor abandoned only as follows: (a) by 8.1.1. By the mutual consent of SBCL Seller and ActaMedBuyer, or by either Seller or Buyer if any condition to the Closing set forth in Section 6.1.3 or 6.2.3 is not fulfilled and the failure of such condition is not a result of a breach of warranty or nonfulfillment of any covenant or agreement by Buyer or Seller contained in this Agreement; (b) by SBCL by written notice of termination to ActaMed given after ActaMed shall have failed to meet the Transfer Benchmarks with respect to a Region by any applicable Measurement Date; (c) by ActaMed8.1.2. By Seller, if SBCL shall all the conditions set forth in Section 5.16(b) governing Seller's ability to terminate the Agreement have been met. 8.1.3. Either Buyer or Seller may terminate this Agreement by giving notice to the other if (1a) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer Date, or (2) other party has materially breach breached any of its representations, warranties or covenants herein such that it cannot comply with its respective conditions set forth in Sections 6 and 7, and such breach has not been cured in accordance with Section 10.15 and has not been waived by the terminating party (provided that the terminating party is not concurrently in material breach of any representation, warranty, covenant, or other agreement contained herein; (d) by SBCL, if ActaMed shall (1) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer Date, or (2b) materially the conditions to Closing have not been satisfied or waived by July 31, 2005 so long as the failure to close is not attributable to a breach hereunder or any of its representations, warranties other action or covenants contained herein; (e) inaction by either SBCL or ActaMed if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on ActaMed or SBCL which prohibits or restrains ActaMed or SBCL from consummating the transactions contemplated by this Assets Purchase Agreement, provided that ActaMed and SBCL shall have used their best efforts party seeking to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within thirty (30) days after entry; (f) by SBCL if SBCL terminates the Services Agreement; or (g) by ActaMed if ActaMed terminates the Services Agreementterminate.