Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to the other Party as follows: (i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; (ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or (iii) in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cure; or (iv) by mutual written consent of Buyer and Seller. (b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Dynegy Inc.), Asset Purchase Agreement (Dynegy Inc.)
Methods of Termination. (a) This Agreement may be terminated and the Contemplated Transactions may be abandoned as follows:
(a) by mutual written consent of Sellers and Buyer;
(b) by either Buyer of Sellers, on the one hand, or Seller Buyer, on notice to the other Party as followshand:
(i) if the Closing has not occurred on or before December 31, 2020 (the “Termination Date”); provided that if, prior to the Termination Date, all of the conditions to the Closing set forth in Article VI and Article VII have been satisfied or waived, as applicable, or shall then be capable of being satisfied (except for any condition set forth in Section 6.1, Section 7.1, Section 6.4, Section 7.4, Section 6.5 or Section 7.5) either Sellers or Buyer may, prior to 5:00 p.m. New York, New York time on the Termination Date, extend the Termination Date to a date that is not later than June 30, 2021 (and if so extended, such later date shall then, for all purposes under this Agreement, be the “Termination Date”); provided, further, that neither Sellers nor Buyer may terminate this Agreement or extend the Termination Date pursuant to this Section 9.1(b)(i) if it is in breach of any of its covenants or agreements and such breach has primarily caused or resulted in either (1) the failure to satisfy the conditions to its obligations to consummate the Closing set forth in Article VI or Article VII, as applicable, prior to the Termination Date or (2) the failure of the Closing to have occurred prior to the Termination Date; or
(ii) if any Law having the effect set forth in Section 6.1 or Section 7.1 shall not have been reversed, stayed, enjoined, set aside, annulled or suspended and shall be in full force and effect and, in the case of any ruling, decree, judgment, injunction or order of any Governmental Authority (each, a “Restraint”), shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactionsappealable; provided, however, that the right to terminate this Agreement pursuant to under this Section 9.1(a9.1(b)(ii) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause ofissuance of such final, or shall have resulted in, the final and non-appealable Action Restraint was primarily due to the failure of such Governmental Authority party to perform any of its obligations under this Agreement, including pursuant to Section 5.2.
(including c) by Buyer, if Sellers shall have breached or failed to perform any of their representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure to have taken an Actionof a condition set forth in Section 6.2 or Section 6.3, respectively, and (B) that has cannot be cured by Sellers by the effect Termination Date or, if capable of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing being cured, shall not have occurred on or before been cured within thirty (30) days following receipt of written notice from Buyer stating Buyer’s intention to terminate this Agreement pursuant to this Section 9.1(c) and the date basis for such termination; provided that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals Buyer shall not have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a9.1(c) shall not be available to a Party if its failure to fulfill, or its delay it is then in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or
(iii) in the event of a material breach of any representationof its representations, warrantywarranties, covenant covenants or agreement contained other agreements hereunder;
(d) by Sellers, if Buyer shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement by the other PartyAgreement, which breach or failure to perform (A) would cause give rise to the failure of a closing condition hereunder set forth in Section 7.2 or Section 7.3, respectively, and remains uncured (B) cannot be cured by Buyer by the Termination Date or, if capable of being cured, shall not have been cured within thirty (30) days following receipt of written notice by from Sellers stating Sellers’ intention to terminate this Agreement pursuant to this Section 9.1(d) and the non-breaching Party basis for such termination; provided that, Sellers shall not have the right to the breaching Party; provided, however, that the breaching Party shall be entitled terminate this Agreement pursuant to an extension to cure such breach to the Outside Date this Section 9.1(d) if it is reasonably capable then in material breach of being cured by such date and the breaching party is attempting in good faith to pursue the cureany of its representations, warranties, covenants or other agreements hereunder; or
(ive) by mutual written consent of Buyer and Seller.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred Sellers, solely with respect to the Q-Pipe Companies pursuant to Section 5.2(a)(vii), provided that Sellers shall not have the right to terminate this Agreement pursuant to this Section 9.1(e) if Sellers are then in material breach of any of its representations, warranties, covenants or other agreements hereunder; and in accordance with Section 7.6 hereofprovided Buyer shall have paid the Q-Pipe Termination Fee.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Berkshire Hathaway Energy Co), Purchase and Sale Agreement (Dominion Energy, Inc)
Methods of Termination. (a) This Agreement may be terminated and the Contemplated Transactions may be abandoned as follows:
(a) by mutual written consent of Seller and Buyer;
(b) by either Buyer of Seller, on the one hand, or Seller Buyer, on notice to the other Party as followshand:
(i) if the Closing has not occurred on or before June 30, 2021 (the “Termination Date”); provided, that neither Seller nor Buyer may terminate this Agreement pursuant to this Section 9.1(b)(i) if it is in breach of any of its covenants or agreements and such breach has primarily caused or resulted in either (1) the failure to satisfy the conditions to its obligations to consummate the Closing set forth in Article VI or Article VII, as applicable, prior to the Termination Date or (2) the failure of the Closing to have occurred prior to the Termination Date;
(ii) if any Law having the effect set forth in Section 6.1 or Section 7.1 shall not have been reversed, stayed, enjoined, set aside, annulled or suspended and shall be in full force and effect and, in the case of any ruling, decree, judgment, injunction or order of any Governmental Authority (each, a “Restraint”), shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactionsappealable; provided, however, that the right to terminate this Agreement pursuant to under this Section 9.1(a9.1(b)(ii) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause ofissuance of such final, or shall have resulted in, the final and non-appealable Action Restraint was primarily due to the failure of such Governmental Authority (party to perform any of its obligations under this Agreement, including the failure pursuant to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;Section 5.2; or
(iiiii) if that certain Purchase and Sale Agreement, dated as of July 3, 2020, by and among Buyer, Seller and Guarantor (the Closing “Purchase and Sale Agreement”), has been validly terminated in accordance with its terms.
(c) by Buyer, upon the occurrence and during the continuance of a Default, provided that Buyer shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a9.1(c) shall not be available to a Party if its failure to fulfill, or its delay it is then in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or
(iii) in the event of a material breach of any representationof its representations, warrantywarranties, covenant covenants or agreement contained other agreements hereunder;
(d) by Seller, if Buyer shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement by the other PartyAgreement, which breach or failure to perform (A) would cause give rise to the failure of a closing condition hereunder set forth in Section 7.2 or Section 7.3, respectively, and remains uncured (B) cannot be cured by Buyer by the Termination Date or, if capable of being cured, shall not have been cured within thirty (30) days following receipt of written notice by from Seller stating Seller’s intention to terminate this Agreement pursuant to this Section 9.1(d) and the non-breaching Party basis for such termination; provided that, Seller shall not have the right to the breaching Party; provided, however, that the breaching Party shall be entitled terminate this Agreement pursuant to an extension to cure such breach to the Outside Date this Section 9.1(d) if it is reasonably capable then in material breach of being cured by such date and the breaching party is attempting in good faith to pursue the cureany of its representations, warranties, covenants or other agreements hereunder; or
(ive) by mutual written consent of Buyer and Seller.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred , pursuant to and Section 5.2(a)(vii), provided that Seller shall not have the right to terminate this Agreement pursuant to this Section 9.1(e) if Seller is then in accordance with Section 7.6 hereofmaterial breach of any of its representations, warranties, covenants or other agreements hereunder.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Berkshire Hathaway Energy Co), Purchase and Sale Agreement (Dominion Energy, Inc)
Methods of Termination. (a) This Agreement may be terminated and the Contemplated Transactions may be abandoned as follows:
(a) by mutual written consent of ▇▇▇▇▇▇ and ▇▇▇▇▇;
(b) by either Buyer of Seller, on the one hand, or Seller Buyer, on the other hand, upon written notice to the other Party as followsParty:
(i) if the Closing has not occurred on or before September 5, 2024 (the “Initial Termination Date”), provided, however, that either Buyer or Seller may elect to extend the Initial Termination Date to December 4, 2024 (the “Extended Termination Date”), in the event the Closing has not occurred by the Initial Termination Date, due to the failure of any of the conditions set forth in Section 6.4 (Required Regulatory Approvals), Section 6.6 (No Burdensome Condition), or Section 7.4 (Required Regulatory Approvals) being met; provided that neither Seller nor Buyer may terminate this Agreement pursuant to this Section 9.1(b)(i) if it is in breach of any of its covenants or agreements and such breach has primarily caused or resulted in either (1) the failure to satisfy the conditions to its obligations to consummate the Closing set forth in Article VI or Article VII, as applicable, prior to the Termination Date or (2) the failure of the Closing to have occurred prior to the Termination Date; or
(ii) if any Law having the effect set forth in Section 6.1 or Section 7.1 shall not have been reversed, stayed, enjoined, set aside, annulled or suspended and shall be in full force and effect and, in the case of any ruling, decree, judgment, injunction or order of any Governmental Authority (each, a “Restraint”), shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable appealable;
(c) by Buyer, if Seller shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.2 or Section 6.3, respectively, and has (ii) cannot be cured by Seller by the effect Termination Date or, if capable of making being cured, shall not have been cured within the consummation earlier of one (1) Business Day prior to the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation Termination Date and thirty (30) days following receipt of such transactionswritten notice from ▇▇▇▇▇ stating ▇▇▇▇▇’s intention to terminate this Agreement pursuant to this Section 9.1(c); provided, however, provided that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.1(a9.1(c) if it is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or
(d) by Seller, if Buyer shall not be available have breached or failed to a Party if perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority perform (including i) would give rise to the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal a condition set forth in Section 7.2 or otherwise preventing or prohibiting consummation of such transactions;
Section 7.3, respectively, and (ii) cannot be cured by Buyer by the Termination Date or, if the Closing capable of being cured, shall not have occurred on or before been cured within the date that is eighteen earlier of one (181) months following the Execution Date ((which date may be extended by any Party, by notice Business Day prior to the other PartyTermination Date and thirty (30) days following receipt of written notice from Seller stating Seller’s intention to terminate this Agreement pursuant to this Section 9.1(d) and the basis for such termination; provided that, for one additional six (6) month period if (i) applicable Governmental Authority approvals Seller shall not have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a9.1(d) shall not be available to a Party if its failure to fulfill, or its delay it is then in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or
(iii) in the event of a material breach of any representationof its representations, warrantywarranties, covenant covenants or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cure; or
(iv) by mutual written consent of Buyer and Selleragreements hereunder.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Dominion Energy, Inc), Purchase and Sale Agreement (Dominion Energy, Inc)
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice and the Contemplated Transactions may be abandoned at any time prior to the other Party Closing as follows:
(ia) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including by mutual written consent of Contributor and the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactionsAcquirer Parties;
(iib) by either Contributor or the Acquirer Parties, if the Closing shall has not have occurred on or before the date that is eighteen December 31, 2015 (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to under this Section 9.1(a7.1(b) shall not be available to a Party Contributor if its failure Contributor, or to the Acquirer Parties if any Acquirer Party, has failed to fulfill, or its delay in fulfillingall material respects, any of its obligation under this Agreement Agreement;
(c) by the Acquirer Parties, if there shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or
(iii) in the event of a material breach of any representation, warranty, covenant or agreement on the part of Contributor contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, such that the breaching Party shall conditions set forth in Section 6.3(a) or 6.3(b) would not be entitled to an extension to cure satisfied, and such breach to the Outside Date if it is reasonably not capable of being cured or, if capable of being cured, shall not have been cured prior to the earlier of (x) the Outside Date and (y) 30 days after notice of the breach is provided to Contributor; provided, that the Acquirer Parties shall not have the right to terminate this Agreement pursuant to this Section 7.1(c) if any Acquirer Party is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement;
(d) by Contributor, if there shall have been a breach of any representation, warranty, covenant or agreement on the part of any Acquirer Party contained in this Agreement such date that the conditions set forth in Section 6.4(a) or 6.4(b) would not be satisfied, and such breach is not capable of being cured or, if capable of being cured, shall not have been cured prior to the breaching party earlier of (x) the Outside Date and (y) 30 days after notice of the breach is attempting provided to the Acquirer Parties; provided, that Contributor shall not have the right to terminate this Agreement pursuant to this Section 7.1(d) if Contributor is then in good faith to pursue material breach of any of its representations, warranties, covenants or agreements contained in this Agreement;
(e) by the cureAcquirer Parties, if there shall have been a Casualty Event; or
(ivf) by mutual written consent of Buyer either Contributor or the Acquirer Parties, if any Governmental Authority shall have issued an Order or taken any other action enjoining or otherwise prohibiting the Contemplated Transactions and Sellersuch Order or other action shall have become final and nonappealable.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 2 contracts
Sources: Contribution Agreement (New Jersey Resources Corp), Contribution Agreement (Dominion Midstream Partners, LP)
Methods of Termination. Prior to the Closing, the transactions contemplated herein may be terminated and/or abandoned at any time:
(a) This Agreement may be terminated by either Buyer or mutual written agreement of Seller on notice to the other Party as follows:
(i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactionsBuyer;
(iib) by Seller if the Closing shall not have occurred on or before the date that is eighteen by December 31, 2005 (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a12.01(b) shall not be available to a Party Seller if its failure to fulfill, or perform any of its delay in fulfilling, any obligation obligations under this Agreement shall have been the cause of, or shall have resulted in, any Related Agreement results in the failure of the Closing to occur on or prior to the Outside Date; orby such time;
(iiic) in by Buyer if the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement Closing shall not have occurred by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching PartyTermination Date; provided, however, that the breaching Party right to terminate this Agreement pursuant to this Section 12.01(c) shall not be available to Buyer if its failure to perform in all material respects any of its obligations under this Agreement or any Related Agreement results in the failure of the Closing to occur by such time;
(d) by either Seller or Buyer if there shall be entitled in effect any Law that prohibits the Closing or if the Closing would violate any non-appealable Order;
(e) by either Seller or Buyer if any of the conditions to an extension their obligations to cure such breach Close pursuant to Articles VIII or IX, respectively, are not met or waived on or before the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cureTermination Date; or
(ivf) by mutual written consent either Seller or Buyer if the other party has breached any material obligation (including but not limited to a breach of Buyer and Sellerrepresentation or warranty herein) hereunder that remains uncured for a period of thirty (30) days following the delivery of Notice to the breaching party, unless such breach is not capable of cure, in which event the non-breaching party may terminate immediately.
(bg) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to Seller shall have willfully and in accordance with materially breached its obligations under Section 7.6 hereof8.11.
Appears in 1 contract
Sources: Asset Purchase Agreement (Questcor Pharmaceuticals Inc)
Methods of Termination. (a) This Agreement may be ----------------------- terminated prior to the Closing Date under the following circumstances:
(a) by either Buyer or Seller on mutual consent of the Company and the Parent; or
(b) by the Parent by giving written notice to the other Party as follows:
Company, if (i) subject to the provisions of Section 11.2, there has been a material misrepresentation, breach of covenant or breach of warranty on the part of the Company in its representations, warranties and covenants set forth in this Agreement, it being understood that the Company shall not be in breach of this Agreement if it is unable to make the representations and warranties set forth in Article III in all material respects on the Closing Date due to the existence or happening of any Governmental Authority fact, event or occurrence that arose or occurred after the execution hereof and which has been properly disclosed to the Parent in any Disclosure Schedule Update pursuant to Section 6.7, (ii) the Board of Directors of CC/USA shall have enactednot recommend to the CC/USA Shareholders the approval of this Agreement, issued, promulgated, enforced or entered any injunction, order, decree shall withdraw or ruling modify in an manner adverse to the Parent its approval or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation recommendation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause ofhereby, or shall have resulted intake any other action to facilitate any other transaction or series of transactions that, if consummated, would impair the final and non-appealable Action of such Governmental Authority (including the failure Parent's ability to have taken an Action) that has the effect of making the consummation of consummate the transactions contemplated hereby illegal hereby, or otherwise preventing (iii) more than fifty percent (50%) of the CC/USA Shareholders shall fail to vote in favor of (or prohibiting consummation shall have rescinded a vote in favor of) this Agreement, the Merger or the amendment to Article Fourth, Section C.4.f. of such transactions;CC/USA's Certificate of Incorporation; or
(iic) if by the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended Company by any Party, by giving written notice to the other PartyParent, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not subject to the provisions of Section 11.2, there has been obtained by a material misrepresentation, breach of covenant or breach of warranty on the date that is eighteen (18) months after part of the Execution Date (such dateParent or Mergeco in their representations, the “Outside Date”); provided, however, that the right to terminate warranties and covenants set forth in this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfillAgreement, or its delay (ii) more than fifty percent (50%) of the CC/USA Shareholders shall fail to vote in fulfilling, any obligation under this Agreement shall have been the cause of, favor of (or shall have resulted inrescinded a vote in favor of) this Agreement, the failure Merger or the amendment to Article Fourth, Section C.4.f. CC/USA's Certificate of the Closing to occur on or prior to the Outside DateIncorporation; or
(iiid) by either party if the Closing has not occurred for any reason by December 31, 1996, provided that such terminating party is not then in the event breach of this Agreement. For purposes of this Article XI, a party shall not be deemed to be "in breach of this Agreement" if a representation or warranty when made was materially true and accurate, and subsequently becomes inaccurate, except as a result of a material party's willful and intentional breach of any representation, warranty, covenant or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cure; or
(iv) by mutual written consent of Buyer and Sellerits obligations hereunder.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 1 contract
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on written notice promptly given to the other Party as followsparties hereto, at any time prior to the Closing:
(i) 6.1.1. by mutual written consent of the Boards of Directors of Federal and CACI Sub;
6.1.2. by either CACI Sub or Federal, if any Governmental Authority a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have enacted, issued, promulgated, enforced or entered any injunction, issued an order, decree or ruling or taken any other Action (including the failure to have taken an Action) whichaction, in either each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such caseorder, has decree, ruling or other action shall have become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactionsnonappealable; providedor
6.1.3. by CACI Sub, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before December 15, 2000 unless the date that is eighteen (18) months following the Execution Date ((which date may absence of such occurrence shall be extended by any Party, by notice due to the other Party, for one additional six failure of CACI Sub or CACI Parent (6or their Subsidiaries or Affiliates) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay perform in fulfilling, any obligation all material respects each of their respective material obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing required to occur on be performed by it at or prior to the Outside DateClosing; or
6.1.4. by Federal, if the Closing shall not have occurred on or before December 15, 2000 unless the absence of such occurrence shall be due to the failure of Federal (iiior Affiliates) to perform in all material respects each of their respective material obligations under this Agreement required to be performed by it at or prior to the Closing; or
6.1.5. by CACI Sub, if Federal or ▇▇▇.▇▇▇ shall have (i) withdrawn, modified or amended in any material respect its approval of this Agreement or the transactions contemplated herein, or (ii) taken any position inconsistent with such approval or recommendation, including, without limitation, having failed (without the consent of CACI Sub) after a reasonable period of time to reject or disapprove any Acquisition Proposal; or
6.1.6. by CACI Sub, in the event of a material breach by Federal or ▇▇▇.▇▇▇ of any representation, warranty, covenant warranty or agreement contained in this Agreement herein which has not been cured or is not curable by the other Party, which breach would cause earlier of the failure of a closing condition hereunder and remains uncured thirty (30) days following Closing Date or the thirtieth day after written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure of such breach was given to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cureFederal; or
(iv) 6.1.7. by mutual written consent Federal, if Federal or ▇▇▇.▇▇▇ has received without prior solicitation an Acquisition Proposal and its outside legal counsel has advised the Board of Buyer and Seller.Directors in writing that it would be a breach of their fiduciary responsibilities to refuse to entertain the Acquisition Proposal; or
(b) This Agreement may be terminated 6.1.8. by Buyer if Federal, in the event of a material Casualty Loss breach by CACI Sub or CACI Parent of any representation, warranty or agreement contained herein which has occurred pursuant not been cured or is not curable by the earlier of the Closing Date or the thirtieth day after written notice of such breach was given to and CACI Sub; or
6.1.9. by Federal, if CACI Sub or CACI Parent shall have withdrawn, modified or amended in accordance with Section 7.6 hereofany material respect its approval of this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Asset Acquisition Agreement (Caci International Inc /De/)
Methods of Termination. Unless waived by the Parties hereto in writing, the Transactions may be terminated and/or abandoned at any time but not later than the Closing:
(a) This Agreement may be terminated by either Buyer or Seller on notice to the other Party as follows:
(i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation mutual written consent of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactionsParties;
(iib) by the HMDF Parties, if the Closing shall has not have occurred on or before by the date that is eighteen Termination Date;
(18c) months following the Execution Date ((which date may be extended by any HMDF Party, if there has been a breach by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or
(iii) in the event of a material breach TM of any representation, warranty, covenant or agreement contained in this Agreement which has prevented the satisfaction of the conditions to the obligations of the HMDF Parties at the Closing under Section 9.1(a) and such violation or breach has not been waived by the other PartyHMDF Parties or cured by TM, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably extent capable of being cured, within ten (10) business days after written notice thereof from the HMDF Parties;
(d) by TM, if there has been a breach by the HMDF Parties of any representation, warranty, covenant or agreement contained in this Agreement which has prevented the satisfaction of the conditions to the obligations of TM at the Closing under Section 9.2(a) and such violation or breach has not been waived by TM or cured by such date the HMDF Parties, to the extent capable of being cured, within ten (10) business days after written notice thereof from TM;
(e) by TM, if the actual HMDF FY2008 Net Income, as derived from the HMDF Financial Statements, is less than $15,000,000;
(f) by any HMDF Party, if the TM Board (or any committee thereof) shall have failed to recommend or shall have withdrawn its approval or recommendation of this Agreement and the breaching party is attempting in good faith to pursue the cureTransactions; or
(ivg) by mutual written consent either TM or the HMDF Parties, if, at the Stockholders’ Meeting (including any adjournments thereof), this Agreement and the Share Exchange and payments contemplated hereby shall fail to be approved and adopted by the affirmative vote of Buyer and Seller.
(b) This Agreement may be terminated by Buyer if holders of a material Casualty Loss has occurred pursuant to and majority of the outstanding Common Stock cast at the meeting in accordance with Section 7.6 hereofTM Constituent Instruments and the DGCL or if the aggregate number of shares of Publicly Held Common Stock held by Public Stockholders who exercise their Conversion Rights with respect to their Common Stock in accordance with the TM Constituent Instruments shall constitute thirty percent (30%) or more of the Publicly Held Common Stock.
Appears in 1 contract
Sources: Share Exchange Agreement (TM Entertainment & Media, Inc.)
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice at any time prior to the other Party as followsClosing:
(ia) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation by written agreement of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactionsparties hereto;
(iib) by the Buyer or the Member Representative if the Closing shall has not have occurred on or before 60 days after the date that is eighteen of this Agreement (18or such later date as the parties may agree in writing upon) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, date the “Outside Date”); provided, however, that, if the Closing does not occur on or prior to the Outside Date solely as a result of the pending consent or approval of a Governmental Authority with respect to filings pursuant to the HSR Act, the Outside Date shall be extended until the earlier to occur of (x) the date that is six months following the Outside Date or (y) the date on which the parties receive notice from such Governmental Authority that the right transactions contemplated hereby shall not receive approval pursuant to the HSR Act; provided, further, no party shall be entitled to terminate this Agreement pursuant to this Section 9.1(a14.01(b) if such party is in material breach of this Agreement and provided that Member Representative shall not be available entitled to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under terminate this Agreement shall have pursuant to this Section 14.01(b) if the Settlement Agreement has not yet been signed;
(c) by the cause ofMember Representative, or shall have resulted inif the Company, the failure Members and Merit are not then in material breach of the Closing any term of this Agreement, upon written notice to occur on or prior to the Outside Date; or
(iii) in the event of Buyer, upon a material breach of any representation, warranty, warranty or covenant or agreement of Buyer contained in this Agreement by the other Party, which Agreement; provided that such breach would cause the failure is not capable of a closing condition hereunder and remains uncured being cured or has not been cured within thirty (30) days following after the giving of notice thereof by the Member Representative to Buyer; or
(d) by Buyer, if Buyer is not then in material breach of any term of this Agreement, upon written notice by the non-breaching Party to the breaching PartyMember Representative, upon a material breach of any representation, warranty or covenant of the Company, the Members or Merit contained in this Agreement; provided, however, provided that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably not capable of being cured by such date and or has not been cured within thirty (30) days after the breaching party is attempting in good faith to pursue the cure; or
(iv) by mutual written consent giving of Buyer and Seller.
(b) This Agreement may be terminated notice thereof by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereofthe Member.
Appears in 1 contract
Sources: Equity Interest Purchase Agreement (DJO Finance LLC)
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to in any of the other Party as followsfollowing ways:
(i1) if any Governmental Authority shall have enacted, issued, promulgated, enforced by either Purchaser or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) whichSeller, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation writing five (5) days in advance of such transactions; providedtermination, howeverif the Closing has not occurred by August 31, 2002 (provided that the right no party shall be permitted to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party hereunder if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur prior to such date arises out of or results from the actions or omissions of the terminating party);
(2) at any time on or prior to the Outside Date; orEffective Time by the mutual consent in writing of Seller and Purchaser;
(iii3) in the event as a result of a material any breach of any representation, warranty, warranty or covenant or agreement contained in this Agreement by of the other Partyparty contained herein if (i) the terminating party has given notice of such breach and such breach is not, which breach would cause the failure or is not capable of a closing condition hereunder and remains uncured being, cured within thirty (30) days following written after such notice and (ii) such breach, individually or in the aggregate with all other such breaches, would cause the closing condition set forth in Section 9.1 or Section 9.2, in the case of a termination by Purchaser, or in Section 10.1 or Section 10.2, in the non-breaching Party case of a termination by Seller, not to be satisfied;
(4) (i) any Regulatory Approval shall have been denied by final, nonappealable action of such Governmental Authority, or such Governmental Authority shall have requested permanent withdrawal of any application therefor or (ii) any injunction, decree or other order issued by any Governmental Authority or other legal restraint or prohibition preventing consummation of the breaching Party; providedtransactions contemplated by this Agreement shall have been entered by any Governmental Authority of competent jurisdiction or any applicable law shall have been enacted or adopted that enjoins, howeverprohibits or makes illegal consummation of any of the transactions contemplated by this Agreement and such injunction, that the breaching Party decree or other order shall be entitled final and nonappealable; provided that no such action or request, and no such injunction, decree or other order, legal restraint or prohibition shall permit Purchaser to an extension terminate the Agreement pursuant to cure this clause if such breach to order, prohibition or restraint could be removed by complying with the Outside Date if it is reasonably capable provisions of being cured by such date and the breaching party is attempting in good faith to pursue the cureSection 8.2; or
(iv5) by mutual written consent of Buyer Seller if the Huntington Agreement is terminated and Seller.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred the Huntington Branches are not transferred to Seller pursuant to and in accordance with Section 7.6 hereofthe terms of the Huntington Agreement.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Floridafirst Bancorp Inc)
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to in any of the other Party as followsfollowing ways:
(ia) if any Governmental Authority shall have enacted, issued, promulgated, enforced by either Purchaser or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) whichSeller, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation writing five days in advance of such transactions; providedtermination, howeverif the Closing has not occurred by September 30, 2009 (provided that the right no party shall be permitted to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party hereunder, if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur prior to such date arises out of or results from the action or omission of the terminating party);
(b) at any time on or prior to the Outside Date; orEffective Time by the mutual consent in writing of Seller and Purchaser;
(iiic) by Seller if any condition set forth in Article X of this Agreement shall not have been met as of the event date specified for Closing or waived in writing by Seller (to the extent a condition may be waived) other than through the failure of Seller to comply with its obligations under this Agreement;
(d) by Purchaser if any condition set forth in Article IX of this Agreement shall not have been met as of the date specified for Closing or waived in writing by Purchaser (to the extent a material condition may be waived) other than through the failure of Purchaser to comply with its obligations under this Agreement;
(e) as a result of any breach of any representation, warranty, warranty or covenant or agreement contained in this Agreement by of the other Partyparty contained herein if (i) the terminating party has given notice of such breach and such breach is not, which breach or is not capable of being, cured within 30 days after such notice and (ii) such breach, individually or in the aggregate with all other such breaches, would cause the failure closing condition set forth in Section 9.1 or 9.2, in the case of a closing condition hereunder termination by Purchaser, or in Section 10.1 or 10.2, in the case of a termination by Seller, not to be satisfied;
(f) by either party if (i) any Regulatory Approval shall have been denied by final, nonappealable action of such Governmental Authority, or such Governmental Authority shall have requested permanent withdrawal of any application therefor or (ii) any injunction, decree or other order issued by any Governmental Authority or other legal restraint or prohibition preventing consummation of the transactions contemplated by this Agreement shall have been entered by any Governmental Authority of competent jurisdiction or any applicable law shall have been enacted or adopted that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated by this Agreement and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; providedsuch injunction, however, that the breaching Party decree or other order shall be entitled final and nonappealable; provided that no such action or request, and no such injunction, decree or other order, legal restraint or prohibition shall permit a party to an extension terminate the Agreement pursuant to cure this clause if such breach to the Outside Date if it is reasonably capable of being cured order, prohibition or restraint could be removed by such date and party complying with the breaching party is attempting in good faith to pursue the cureprovisions of Section 8.2; or
(ivg) by mutual written consent Seller on or after August 15, 2009 if Purchaser has not submitted all regulatory applications set forth on Schedule 11.1(g) prior to such date of Buyer termination, subject to any regulator review, comment and Sellersubsequent requests.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 1 contract
Methods of Termination. (a) This Agreement may be terminated and the Contemplated Transactions may be abandoned as follows:
(a) by mutual written consent of ▇▇▇▇▇▇ and ▇▇▇▇▇;
(b) by either Buyer of Seller, on the one hand, or Seller Buyer, on the other hand, upon written notice to the other Party as followsParty:
(i) if the Closing has not occurred on or before September 5, 2024 (the “Initial Termination Date”), provided, however, that either Buyer or Seller may elect to extend the Initial Termination Date to December 4, 2024 (the “Extended Termination Date”), in the event the Closing has not occurred by the Initial Termination Date, due to the failure of any of the conditions set forth in Section 6.4 (Required Regulatory Approvals), Section 6.6 (No Burdensome Condition), or Section 7.4 (Required Regulatory Approvals) being met; provided that neither Seller nor Buyer may terminate this Agreement pursuant to this Section 9.1(b)(i) if it is in breach of any of its covenants or agreements and such breach has primarily caused or resulted in either (1) the failure to satisfy the conditions to its obligations to consummate the Closing set forth in ARTICLE VI or ARTICLE VII, as applicable, prior to the Termination Date or (2) the failure of the Closing to have occurred prior to the Termination Date; or
(ii) if any Law having the effect set forth in Section 6.1 or Section 7.1 shall not have been reversed, stayed, enjoined, set aside, annulled or suspended and shall be in full force and effect and, in the case of any ruling, decree, judgment, injunction or order of any Governmental Authority (each, a “Restraint”), shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable appealable;
(c) by Buyer, if Seller shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.2 or Section 6.3, respectively, and has (ii) cannot be cured by Seller by the effect Termination Date or, if capable of making being cured, shall not have been cured within the consummation earlier of one (1) Business Day prior to the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation Termination Date and thirty (30) days following receipt of such transactionswritten notice from ▇▇▇▇▇ stating ▇▇▇▇▇’s intention to terminate this Agreement pursuant to this Section 9.1(c); provided, however, provided that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.1(a9.1(c) if it is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or
(d) by Seller, if Buyer shall not be available have breached or failed to a Party if perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority perform (including i) would give rise to the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal a condition set forth in Section 7.2 or otherwise preventing or prohibiting consummation of such transactions;
Section 7.3, respectively, and (ii) cannot be cured by Buyer by the Termination Date or, if the Closing capable of being cured, shall not have occurred on or before been cured within the date that is eighteen earlier of one (181) months following the Execution Date ((which date may be extended by any Party, by notice Business Day prior to the other PartyTermination Date and thirty (30) days following receipt of written notice from Seller stating Seller’s intention to terminate this Agreement pursuant to this Section 9.1(d) and the basis for such termination; provided that, for one additional six (6) month period if (i) applicable Governmental Authority approvals Seller shall not have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a9.1(d) shall not be available to a Party if its failure to fulfill, or its delay it is then in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or
(iii) in the event of a material breach of any representationof its representations, warrantywarranties, covenant covenants or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cure; or
(iv) by mutual written consent of Buyer and Selleragreements hereunder.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 1 contract
Methods of Termination. (a) This Agreement may be terminated at any time, but not later than the Closing Date:
(a) By mutual agreement of Purchaser and Sellers; or
(b) By Purchaser or Sellers if the other shall have been in breach of any representation and warranty in any material respect (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein to the extent that the condition set forth in Section 6.01(b) or 6.02(b), whichever is applicable, is not satisfied, and such breach has not been cured by either Buyer or Seller on the earlier of thirty (30) calendar days after the giving of notice to the other breaching Party as follows:of such breach or the Outside Date; or
(c) By Sellers or Purchaser at any time after the approval of any Governmental Entity that is required for consummation of the transaction contemplated hereby has been denied by final nonappealable action of such Governmental Entity; or
(d) By Sellers or Purchaser if the Saddle River Stockholder Approval is not obtained at the Saddle River Stockholder Meeting; or
(e) By Sellers in order to enter into a definitive agreement in connection with a Superior Proposal, prior to the receipt of the Saddle River Stockholder Approval, if (i) if any Governmental Authority the Sellers have complied with Section 5.08(b) and Section 5.08(c) and (ii) prior to or concurrently with such termination, Sellers shall have enactedpaid the Termination Fee (as defined in Section 7.03);
(f) By Purchaser if Sellers shall have breached their covenants set forth in Section 5.08 in any material respect or if a Seller Adverse Recommendation Change shall have occurred; or
(g) By Sellers or Purchaser if the Closing Date has not occurred on or before September 30, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action 2012 (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions“Outside Date”); provided, however, provided that the right to terminate this Agreement pursuant to under this Section 9.1(a7.01(g) shall not be available to a any Party if its whose failure to fulfill any obligation under this Agreement shall have has been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing Date to occur on or prior to the Outside Date; or
(iii) in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure before such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cure; or
(iv) by mutual written consent of Buyer and Sellerdate.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 1 contract
Sources: Bank Purchase and Assumption Agreement (Center Bancorp Inc)
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to the other Party as follows:
(i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal may be 0abandoned at any time prior to the Closing:
(a) by the mutual written consent of the Buyer and the Sellers;
(b) by the Buyer or otherwise preventing or prohibiting consummation the Sellers if all of such transactions; provided, however, that the right to terminate this Agreement pursuant to this conditions set forth in Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under 4.1 of this Agreement shall not have been the cause of, satisfied or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur waived on or prior to the Outside Date; orMay 4, 2006;
(iiic) in by the event of Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement contained set forth in this Agreement on the part of the Sellers, which breach, in any such event, shall not have been cured, within ten (10) Business Days following receipt by the other PartySellers of notice of such material breach;
(d) by the Sellers if there shall have been a material breach of any representation, warranty, covenant or agreement set forth in this Agreement on the part of the Buyer, which breach would cause the failure of a closing condition hereunder and remains uncured thirty breach, in any such event, shall not have been cured, within ten (3010) days Business Days following written notice receipt by the non-breaching Party to the breaching Party; provided, however, that the breaching Party of notice of such material breach;
(e) by the Buyer if all of the conditions set forth in Section 4.2 of this Agreement shall be entitled not have been satisfied or waived on or prior to an extension May 4, 2006;
(f) by the Sellers if all of the conditions set forth in Section 4.3 of this Agreement shall not have been satisfied or waived on or prior to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cureMay 4, 2006; or
(ivg) by mutual written consent the Buyer or the Sellers if either (i) the Mississippi Gaming Commission has denied the "Approval of Buyer and Seller.
Acquisition of Control" or has issued the Approval of Acquisition of Control with qualifications or limitations that would adversely impact the Company's ability to operate a casino or (bii) This Agreement may any Applicable Law or Order, including any temporary restraining order or preliminary or permanent injunction (other than any injunction or other restraining order sought or obtained by the Trustee as contemplated in Section 4.2(e)), preventing the consummation of the Closing shall be terminated by Buyer if a material Casualty Loss has occurred in effect; provided, in case of termination pursuant to and clauses (c) through (f), that the terminating Party shall not then be in accordance with material breach or default of this Agreement; and, provided, further, that nothing in this Section 7.6 hereof6.1 shall relieve the Buyer or any Seller of any Liability for a breach of this Agreement prior to the effective date of termination.
Appears in 1 contract
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to and the other Party as followstransactions herein contemplated may be abandoned at any time:
(ia) by mutual consent in writing of the Purchaser and the Seller;
(b) by written notice from the Purchaser or the Seller if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal by this Agreement are not consummated on or otherwise preventing or prohibiting consummation of such transactionsbefore End Date; provided, however, that the right to terminate this Agreement pursuant to under this Section 9.1(a10.1(b) shall will not be available to any Party whose material Breach of a Party if its failure to fulfill any obligation representation, warranty, covenant, or agreement under this Agreement shall have has been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including in the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; orbefore such date;
(iiic) by written notice from the Purchaser if (provided, that the Purchaser is not then in the event of a material breach Breach of any representation, warranty, covenant covenant, or other agreement contained herein) (i) the Company, the Seller or the Equityholders fail to perform in any material respect any covenants or agreements contained in this Agreement required to be performed by the other PartyCompany, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by Seller or the non-breaching Party Equityholders prior to the breaching PartyClosing or (ii) the Company, the Seller or any Equityholder is otherwise in Breach under this Agreement, and in the case of either of clause (i) or clause (ii) such that the condition set forth in Section 7.2(a) or 7.2(b) would not be satisfied; provided, however, if such Breach is curable the Purchaser may not terminate this Agreement until the date that is ten (10) Business Days from the breaching Party shall be entitled to an extension to cure such breach date written notice was provided to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cureSeller; or
(ivd) by mutual written consent notice from the Seller if (provided, that none of Buyer and the Company, the Seller.
, or any of the Equityholders are then in material Breach of any representation, warranty, covenant, or other agreement contained herein) (bi) This the Purchaser fails to perform in any material respect any covenants or agreements contained in this Agreement may required to be terminated performed by Buyer if a material Casualty Loss has occurred pursuant the Purchaser prior to the Closing, or (ii) the Purchaser is otherwise in Breach under this Agreement, and in accordance with the case of either of clause (i) or clause (ii) such that the condition set forth in Section 7.6 hereof7.3(a) or 7.3(b) would not be satisfied; provided, however, if such default or Breach is curable Seller may not terminate this Agreement until the date that is ten (10) Business Days from the date written notice was provided to the Purchaser.
Appears in 1 contract
Methods of Termination. (a) This Agreement may be terminated and the transactions contemplated by either Buyer or Seller on notice this Agreement abandoned at any time prior to the other Party as followsClosing:
(i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or
(iii) in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cure; or
(iva) by mutual written consent of Buyer and Seller.;
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has in the event the Closing shall not have occurred on or prior to June 1, 2007 or such later date as the Parties agree in writing (the “Closing Deadline”) (including due to non-satisfaction or fulfillment of the conditions set forth in Section 6.1 (Buyer’s Conditions to Closing)), provided that such failure to close is not due (i) primarily to Buyer breaching any representation, warranty or covenant of Buyer contained in this Agreement or (ii) to the failure to satisfy Section 6.1(g) as of June 1, 2007;
(c) by Seller in the event the Closing shall not have occurred on or prior to the Closing Deadline (including due to non-satisfaction or fulfillment of the conditions set forth in Section 6.2 (Seller’s Conditions to Closing)), provided that such failure to close is not due (i) primarily to Seller breaching any representation, warranty or covenant of Seller contained in this Agreement or (ii) to the failure to satisfy Section 6.2(g) as of June 1, 2007;
(d) by either Party, pursuant to Section 4.9 (Supplemental Disclosures); or
(e) by either Party if such terminating Party terminates the Refinery Asset Purchase Agreement pursuant to an express right to do so by the terminating Party pursuant to the provisions of the Refinery Asset Purchase Agreement. In the event of termination by Buyer or Seller pursuant to this Section 10.1, written notice thereof shall forthwith be given to the other Party and in accordance with Section 7.6 hereofthe transactions contemplated hereby shall be terminated, without further action by any Party.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (Tesoro Corp /New/)
Methods of Termination. (a) Upset Date This Agreement may be terminated by either Buyer or Seller on notice to and the other Party as followstransactions contemplated hereby may be abandoned at any time before the Closing:
(ia) By the mutual written consent of the Buyer and all of the Sellers;
(b) By the Buyer, if all the conditions set forth in Section 8 of this Agreement shall not have been satisfied or waived on or before November 30, 1997 unless such satisfaction frustrated or made impossible by any act or failure to act of the Buyer;
(c) By agreement of all the Sellers if all the conditions set forth in Section 9 of this Agreement shall not have been satisfied or waived on or before November 30, 1997, unless such satisfaction has been frustrated or made impossible by any act or failure to act of any Seller or any Shareholder;
(d) By either the Buyer, on the one hand, or the agreement of all the Sellers, on the other, if the Buyer, in the case of the Sellers, or any of the Sellers or the Executive Shareholders, in the case of the Buyer, fails to comply in any material respect with any of its covenants or agreements contained herein or in any document delivered in connection herewith, or breaches any of its representations and warranties in any material way;
(e) By the Buyer or agreement of all the Sellers if a Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any injunction, issued an order, decree or ruling or taken any other Action action (including which order, decree or ruling the failure parties hereto shall use their reasonable efforts to have taken an Action) whichlift), in either such casewhich permanently restrains, has become final and non-appealable and has the effect of making the consummation of enjoins or otherwise prohibits the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate by this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside DateAgreement; or
(iiif) By the Buyer on or before October 23, 1997, in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date Parent and the breaching party is attempting minority shareholders of Care Management Resources, Inc. (i) shall not have terminated that certain shareholders agreement with respect to their interests in good faith said corporation, or (ii) shall not have otherwise amended said shareholders agreement to pursue the cure; or
Parent's satisfaction, or (iviii) by mutual written consent of Buyer shall not have otherwise entered into an agreement providing for such termination or amendment, all upon such terms and Sellerconditions acceptable to Parent, in its sole discretion.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 1 contract
Sources: Asset Purchase Agreement (GHS Inc)
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to in any one of the other Party as followsfollowing ways:
(ia) at any time on or before the Closing Date by the mutual consent in writing of Purchaser and Seller;
(b) by either Seller or Purchaser in writing if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall are not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred consummated on or before the date that is eighteen October 31, 2012 (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under which case this Agreement shall have been be null and void, unless the cause of, or shall have resulted in, failure of such occurrence is due to the failure of the Closing party seeking to occur on so terminate to perform or prior to the Outside Date; orobserve any of its agreements and conditions set forth herein;
(iiic) by Purchaser, if Seller has breached or is in the event of a material breach of any representation, warranty, (i) representation or warranty (as if such representation or warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below) or (ii) covenant or agreement agreement, in each case on the part of Seller contained in this Agreement by the other Partyin any respect, which breach would cause result in the failure conditions set forth in Article VI of a closing condition hereunder this Agreement not to be satisfied on the Closing Date, and remains uncured such breach is not cured by the earlier of (i) the Outside Date or (ii) thirty (30) days following written notice to Seller;
(d) by Seller, if Purchaser has breached or is in breach of any (i) representation or warranty (as if such representation or warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below) or (ii) covenant or agreement, in each case on the part of Seller contained in this Agreement in any respect, which breach would result in the conditions set forth in Article VII of this Agreement not to be satisfied on the Closing Date, and such breach is not cured by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to earlier of (i) the Outside Date or (ii) thirty (30) days following written notice to Seller;
(e) by Purchaser in writing at any time after any Regulatory Authority has conditioned its grant of a Governmental Approval on Purchaser’s acceptance of or agreement to an Unacceptable Regulatory Condition;
(f) by Seller or Purchaser, if it is becomes reasonably capable of being cured apparent that the condition set forth in Section 6.11 will not be satisfied by such date and the breaching party is attempting in good faith to pursue the cureOutside Date; orand
(ivg) by mutual written consent either Seller or Purchaser in writing at any time after any of Buyer the Governmental Approvals has been denied and Seller.
(b) This such denial has become final and nonappealable or any governmental entity of competent jurisdiction shall have issued a final, nonappealable injunction permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; provided that with respect to any denial by a Regulatory Authority of a Governmental Approval, the party terminating this Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and this Section 8.1(g) shall have complied in accordance all material respects with its obligations set forth in Section 7.6 hereof2.1.
Appears in 1 contract
Sources: Branch Purchase Agreement (First Financial Service Corp)
Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned at any time prior to the Closing:
(a) This Agreement may be terminated by either Buyer or Seller on notice to the other Party as follows:
(i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation mutual written consent of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; providedParent, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final Buyer and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactionsSeller;
(iib) By Parent, Buyer or Seller, if the Closing shall not have occurred on or before the date that is eighteen December 31, 2005 (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Termination Date”); provided, however, that the right to terminate this Agreement pursuant to under this clause (b) of Section 9.1(a) 9.1 shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under party whose breach of this Agreement shall have been the cause of, or shall have has resulted in, in the failure of the Closing to occur on or prior to before the Outside Termination Date; or;
(iiic) in at the event election of a material breach Parent, Buyer or Seller, if any Governmental Entity shall have issued an order, decree or ruling or taken any other action enjoining or otherwise prohibiting the transactions contemplated under this Agreement and such order, decree, ruling or other action shall have become final and nonappealable;
(d) by the Parent or Buyer if any of any representation, warranty, covenant or agreement the representations and warranties of the Seller contained in this Agreement by shall have been inaccurate as of the other Partydate of this Agreement or shall have become inaccurate as of any subsequent date (as if made on such subsequent date), which breach in either case such that the condition set forth in Section 7.1(a) would cause not be satisfied, or if any of the failure of a closing Seller’s covenants contained in this Agreement shall have been breached in any respect such that the condition hereunder and remains uncured thirty (30set forth in Section 7.1(b) days following written notice by the non-breaching Party to the breaching Partywould not be satisfied; provided, however, that if an inaccuracy in any of the breaching Party shall be entitled representations and warranties of the Seller as of a date subsequent to an extension the date of this Agreement or a breach of a covenant by the Seller is curable by the Seller through the use of commercially reasonable efforts within 10 days after the Parent or Buyer notifies the Seller in writing of the existence of such inaccuracy or breach (the “Seller Cure Period”), then the Parent or Buyer may not terminate this Agreement under this Section 9.1(d) as a result of such inaccuracy or breach prior to the expiration of the Seller Cure Period, provided the Seller, during the Seller Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that Parent or Buyer may not terminate this Agreement pursuant to this Section 9.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the Outside Date if it is reasonably capable expiration of being cured by such date and the breaching party is attempting in good faith to pursue the cureSeller Cure Period); or
(ive) by mutual written consent the Seller if any of Parent’s or Buyer’s representations and warranties contained in this Agreement shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of any subsequent date (as if made on such subsequent date), in either case such that the condition set forth in Section 7.2(a) would not be satisfied, or if any of Parent’s or Buyer’s covenants contained in this Agreement shall have been breached in any respect such that the condition set forth in Section 7.2(b) would not be satisfied; provided, however, that if an inaccuracy in any of the representations and warranties of Parent or Buyer and Seller.
as of a date subsequent to the date of this Agreement or a breach of a covenant by Parent or Buyer is curable by Parent or Buyer through the use of commercially reasonable efforts within 10 days after the Seller notifies Parent or Buyer in writing of the existence of such inaccuracy or breach (bthe “Buyer Cure Period”), then the Seller may not terminate this Agreement under this Section 9.1(e) This as a result of such inaccuracy or breach prior to the expiration of the Buyer Cure Period, provided the Parent or Buyer, during the Buyer Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that the Seller may not terminate this Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance this Section 9.1(e) with Section 7.6 hereof.respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Buyer Cure Period)
Appears in 1 contract
Sources: Asset Purchase Agreement (Advanced Energy Industries Inc)
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to the other Party as follows:
(i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal may be abandoned at any time prior to the Closing:
(a) by mutual written consent of Seller and Purchaser;
(b) by either Seller or otherwise preventing Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement shall not have been consummated on or prohibiting consummation before the date that is one hundred fifty (150) calendar days after the date hereof (the “Termination Date”), unless the failure of such transactionsoccurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the agreements set forth herein required to be performed or observed by such party at or before the Closing; provided, however, that in the event that the conditions set forth in Section 8.1 and Section 9.4 are the only conditions (other than conditions which by their nature can only be satisfied at Closing) which have not been satisfied by the Termination Date (and provided that the reason for the failure of the condition set forth in Section 9.4 is the failure to obtain any required regulatory approvals), the Termination Date shall automatically be extended by thirty (30) calendar days;
(c) by Seller, upon written notice to Purchaser specifying the nature of any such breach and requesting that it be remedied, if there shall have been any breach of any representation, warranty, covenant or agreement of Purchaser set forth in this Agreement or if any representation or warranty of Purchaser shall have become untrue, in either case (i) such that the conditions set forth in Section 10.1 would not be satisfied and (ii) such breach is not curable, or if curable, is not cured within forty-five (45) calendar days after receipt by Purchaser of such written notice from Seller; provided, however, that Seller shall not have the right to terminate this Agreement pursuant to this Section 9.1(a12.1(c) shall if it, at such time, is in breach of any breach of any representation, warranty, covenant or agreement set forth in this Agreement such that the conditions set forth in Section 9.1 would not be available satisfied;
(d) by Purchaser, upon written notice to a Party Seller specifying the nature of any such breach and requesting that it be remedied, if its failure to fulfill any obligation under this Agreement there shall have been the cause ofany breach of any representation, warranty, covenant or agreement of Seller set forth in this Agreement or if any representation or warranty of Seller shall have resulted inbecome untrue, in either case (i) such that the final conditions set forth in Section 9.1 would not be satisfied and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) such breach is not curable, or if the Closing shall curable, is not have occurred on or before the date that is eighteen cured within forty-five (1845) months following the Execution Date ((which date may be extended calendar after receipt by any Party, by Seller of such written notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”)from Purchaser; provided, however, that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 9.1(a12.1(d) shall not be available to a Party if its failure to fulfillit, or its delay at such time, is in fulfilling, breach of any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or
(iii) in the event of a material breach of any representation, warranty, covenant or agreement contained set forth in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, such that the breaching Party shall conditions set forth in Section 10.1 would not be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the curesatisfied; or
(ive) by mutual either Seller or Purchaser, upon written consent notice to the other, if any Governmental Entity of Buyer and Sellercompetent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 1 contract
Sources: Branch Purchase Agreement (First State Bancorporation)
Methods of Termination. (a) This Prior to the Closing, this Agreement may be terminated by either Buyer or Seller on notice to and the other Party transactions herein contemplated may be abandoned as follows:
(ia) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final by mutual written consent of Seller and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactionsBuyer;
(iib) by either Party by written notice to the other if the Closing shall has not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date date hereof (such date, the “Outside Date”); provided, however, that (i) the Outside Date may be extended by either Party, by written notice to the other, by additional increments of sixty (60) days (each, an “Extension”) if the applicable Governmental Entity approvals have not been obtained by the date that is six (6) months (or later, as extended by one or more Extensions pursuant to the terms hereof) after the date hereof; provided that (x) the aggregate number of Extensions effected by both Parties shall not exceed three (3) and (y) without the agreement of both Parties, no Extensions shall be permitted if Required Approvals cannot be obtained to satisfy, or have been obtained in a manner that does not satisfy, applicable conditions precedent to Closing, and (ii) the right to terminate this Agreement pursuant to under this Section 9.1(a9.1(b) shall not be available to a Party if such Party has failed to fulfill its failure obligations under this Agreement in accordance with the terms and conditions set forth herein;
(c) by either Party by written notice to fulfillthe other if any final and non-appealable Governmental Order restraining, enjoining or its delay in fulfilling, any obligation under otherwise prohibiting the transactions contemplated by this Agreement shall have been issued; provided that the cause of, or Party seeking to terminate this Agreement pursuant to this Section 9.1(c) shall have resulted inused its Reasonable Efforts to seek relief from such Governmental Order;
(d) by Seller by written notice to Buyer, if Buyer shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of the Closing to occur on a condition set forth in Article VII, which breach cannot be or prior to the Outside Datehas not been cured within sixty (60) days following written notification thereof; or
(iiie) in the event by Buyer by written notice to Seller, if Seller shall have breached any of a material breach of any representationits representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement by the other Party, which breach would cause give rise to the failure of a closing condition hereunder and remains uncured thirty set forth in Article VI, which breach cannot be or has not been cured within sixty (3060) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cure; or
(iv) by mutual written consent of Buyer and Sellernotification thereof.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 1 contract
Sources: Stock Purchase Agreement (Integrys Energy Group, Inc.)
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to the other Party as follows:
(i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by abandoned at any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or time prior to the Outside Date; orClosing:
(iii) in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cure; or
(iva) by mutual written consent of Buyer Seller and Seller.Purchaser; 35 44
(b) This by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement may be terminated are not consummated on or before June 29, 2001 (the "Termination Date"), unless the failure of such occurrence is due to the failure of the party seeking to terminate this Agreement to perform or to observe the agreements set forth herein at or before the Closing;
(c) by Buyer either Seller or Purchaser, upon written notice to the other, if there is a material Casualty Loss has occurred breach of an obligation of the other party hereunder and such breach is not remedied within thirty (30) calendar days after receipt by such breaching party of notice in writing from the non-breaching party, specifying the nature of such breach and requesting that it be remedied;
(d) by either Seller or Purchaser, upon written notice to the other, if any court or governmental authority of competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby;
(e) by either Seller or Purchaser, upon written notice to the other, following the expiration of thirty (30) calendar days after any Governmental Entity shall have denied or refused to grant the approvals or consents required to be obtained pursuant to this Agreement, unless within said thirty (30) day period Purchaser and in accordance with Seller agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority which denied or refused to grant approval thereof; or
(f) In the event that Seller cannot convey marketable title pursuant to Section 7.6 hereof6.1 of Exhibit "G." or Seller cannot cure Objections pursuant to Section 6.2 of Exhibit "G." 13.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (City National Bancshares Corp)
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice at any time prior to the other Party as followsClosing by:
(ia) the mutual written consent in writing of an Investor and the Company, but only as to the terminating Investor;
(b) any Investor but only with respect to the terminating Investor or the Company if any Governmental Authority the Closing shall not have enactedoccurred by the December 31, issued2010 (the “Termination Date”), promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to under this Section 9.1(a8.01(b) shall not be available to a Party if its any party whose breach of any representation or warranty or failure to fulfill perform any obligation under this Agreement shall have been the cause of, caused or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior Closing;
(c) any Investor, but only as to the Outside Date; orterminating Investor, if the Shareholder Approvals are not received;
(iiid) in the event of Company if there has been a material breach of any representation, warranty, covenant or agreement made by an Investor in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 5.01 would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) 30 days after written notice thereof is given by the Company to the Investor and (ii) the Termination Date; provided that the Company is not then in breach of any representation, warranty, covenant, agreement or other obligation contained in this Agreement and, provided further, that such termination by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party Company shall only be as to the breaching PartyInvestor;
(e) an Investor if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 4.01 would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) 30 days after written notice thereof is given by the Investor to the Company and (ii) the Termination Date; provided, however, provided that the breaching Party terminating Investor is not then in material breach of any representation, warranty, covenant, agreement or other obligation contained in this Agreement and provided further that such termination by an Investor shall only be entitled as to such Investor;
(f) any Investor, if the Company has not sold an extension aggregate of $30 million of Common Stock to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cureInvestors hereunder; or
(ivg) by mutual written consent the Company or the Investor in writing at any time after any applicable Regulatory Authority has denied finally or requested the withdrawal of Buyer and Sellerany application for approval of the Transaction or the Mergers.
(bh) This CapGen, if other Investors which have committed $2.5 million or more to acquire Purchased Shares are no longer parties to this Agreement and replacement Investors do not enter into this Agreement within 45 days after the termination by such initial other Investor, in which case the other Investors may be terminated terminate this Agreement upon or following CapGen’s termination under this Section 8.01(h). A termination by Buyer if an Investor or by the Company with respect to one or more Investors, shall not effect a material Casualty Loss has occurred pursuant termination of this Agreement or the rights and obligations of the remaining parties to and in accordance with Section 7.6 hereofthis Agreement, including each remaining Investor’s ability to terminate this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Jacksonville Bancorp Inc /Fl/)
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to the other Party as followsat any time:
(a) by mutual written consent of ▇▇▇▇▇ Brothers and Sellers holding a majority in interest of the Company;
(b) by (i) ▇▇▇▇▇ Brothers or (ii) Sellers holding a majority in interest of the Company, if the Closing has not occurred on or before October 31, 2010 (the “Termination Date”); provided that if any Governmental Authority shall have enactedParty has breached or defaulted with respect to its obligations under this Agreement on or before such date, issuedsuch Party may not terminate this Agreement pursuant to this Section 10.1(b), promulgated, enforced and each other Party to this Agreement may at its option enforce its rights against such breaching or entered defaulting Party and seek any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) whichremedies against such Party, in either such casecase as provided hereunder or under applicable Requirements of Law;
(c) by ▇▇▇▇▇ Brothers, has become final and non-appealable and has prior to the effect of making the consummation Termination Date, if (i) any of the transactions contemplated hereby illegal conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days’ opportunity to cure, the Company or any Seller is otherwise preventing in material default under this Agreement or prohibiting consummation if such material default is incapable of such transactionsbeing cured; provided, however, provided that the right to terminate this Agreement pursuant to under this Section 9.1(a10.1(c) shall not be available to a Party ▇▇▇▇▇ Brothers if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation nonfulfillment of the transactions contemplated hereby illegal conditions set forth in Article 7 results from the breach by Parent or otherwise preventing ▇▇▇▇▇ Brothers of any of its representations, warranties, covenants or prohibiting consummation of such transactionsobligations contained herein;
(iid) if by Sellers holding a majority in interest of the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any PartyCompany, by notice prior to the other PartyTermination Date, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by any of the date that conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days’ opportunity to cure, Parent or ▇▇▇▇▇ Brothers is eighteen (18) months after the Execution Date (otherwise in material default under this Agreement or if such date, the “Outside Date”)material default is incapable of being cured; provided, however, provided that the right to terminate this Agreement pursuant to under this Section 9.1(a10.1(d) shall not be available to a Party the Sellers if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure nonfulfillment of the Closing to occur on conditions set forth in Article 8 results from the breach by the Company or prior to the Outside Date; or
(iii) in the event of a material breach any Seller of any representationof its representations, warrantywarranties, covenant covenants or agreement obligations contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cure; or
(iv) by mutual written consent of Buyer and Sellerherein.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 1 contract
Sources: Purchase and Contribution Agreement (COHEN & Co INC.)
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to and the other Party as followstransactions contemplated herein may be abandoned at any time, but not later than the Closing:
(i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final By mutual written consent of Parent and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactionsCompany; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;or
(ii) By Parent on or after the Termination Date or such later date as may be established pursuant to Section 1 hereof, if any of the Closing conditions provided for in Section 6 of this Agreement shall not have occurred on been satisfied (or before the date that is eighteen (18waived in writing by Parent) months following the Execution Date ((which date may be extended by any Party, by notice prior to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or
(iii) By Company on or after the Termination Date or such later date as may be established pursuant to Section 1 hereof, if any of the conditions provided for in the event Section 7 of this Agreement shall not have been satisfied (or waived in writing by Company) prior to such date; or
(iv) By Parent if there has been a material breach of any representation, warranty, covenant or agreement contained on the part of Company or the Shareholders set forth in this Agreement of which notice has been given to Company or the Shareholders in writing by the other Party, Parent and which breach would cause the failure of a closing condition hereunder and remains uncured thirty has not been fully cured or cannot be fully cured within twenty (3020) days following written notice by of the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure receipt of such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the curenotice; or
(ivv) by mutual written consent of Buyer and Seller.
(b) This Agreement may be terminated by Buyer By Company or the Principals if there has been a material Casualty Loss breach of any representation, warranty, covenant or agreement on the part of Parent set forth in this Agreement of which notice has occurred been given to Parent in writing by Company or the Shareholders and which has not been fully cured or cannot be fully cured within twenty (20) days of the receipt of such notice. In the event of termination and abandonment pursuant to this subsection 8(a), written notice thereof shall forthwith be given to the other party or parties, and, except as set forth below, the provisions of this Agreement shall terminate, and in accordance with Section 7.6 hereofthe transactions contemplated herein shall be abandoned, without further action by any party hereto.
Appears in 1 contract
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to in any of the other Party as followsfollowing ways:
(i1) if any Governmental Authority shall have enacted, issued, promulgated, enforced by either Purchaser or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) whichSellers, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation writing five (5) days in advance of such transactions; providedtermination, howeverif the Closing has not occurred by June 30, 2002 (provided that the right no party shall be permitted to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party hereunder if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur prior to such date arises out of or results from the actions or omissions of the terminating party);
(2) at any time on or prior to the Outside Date; orEffective Time by the mutual consent in writing of Huntington and Purchaser;
(iii3) in the event as a result of a material any breach of any representation, warranty, warranty or covenant or agreement contained in this Agreement by of the other Partyparty contained herein if (i) the terminating party has given notice of such breach and such breach is not, which breach would cause the failure or is not capable of a closing condition hereunder and remains uncured being, cured within thirty (30) days following written after such notice and (ii) such breach, individually or in the aggregate with all other such breaches, would cause the closing condition set forth in Section 9.1 or Section 9.2, in the case of a termination by Purchaser, or in Section 10.1 or Section 10.2, in the non-breaching Party case of a termination by Sellers, not to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the curesatisfied; or
(iv4) (i) any Regulatory Approval shall have been denied by mutual written consent final, nonappealable action of Buyer such Governmental Authority, or such Governmental Authority shall have requested permanent withdrawal of any application therefor or (ii) any injunction, decree or other order issued by any Governmental Authority or other legal restraint or prohibition preventing consummation of the transactions contemplated by this Agreement shall have been entered by any Governmental Authority of competent jurisdiction or any applicable law shall have been enacted or adopted that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated by this Agreement and Seller.
(b) This such injunction, decree or other order shall be final and nonappealable; provided that no such action or request, and no such injunction, decree or other order, legal restraint or prohibition shall permit Purchaser to terminate the Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance this clause if such order, prohibition or restraint could be removed by complying with the provisions of Section 7.6 hereof8.2.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Huntington Bancshares Inc/Md)
Methods of Termination. (a) This Agreement may be terminated by either Buyer the Buyers or Seller on notice to the other Party as follows:
(i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen twelve (1812) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen twelve (1812) months after the Execution Date Date) (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or
(iii) in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party Party is attempting in good faith to pursue the cure; or
(iv) by mutual written consent of Buyer the Buyers and Seller.
(b) This Agreement may be terminated by Buyer the Buyers if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 1 contract
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice at any time prior to the other Party as followsClosing by:
(ia) the mutual written consent in writing of an Investor and the Company, but only as to the terminating Investor; (b) any Investor but only with respect to the terminating Investor or the Company if any Governmental Authority the Closing shall not have enactedoccurred by December 31, issued2010 (the “Termination Date”), promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to under this Section 9.1(a8.01(b) shall not be available to a Party if its any party whose breach of any representation or warranty or failure to fulfill perform any obligation under this Agreement shall have been the cause of, caused or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior Closing;
(c) any Investor, but only as to the Outside Date; orterminating Investor, if the Shareholder Approvals are not received;
(iiid) in the event of Company with respect to an Investor if there has been a material breach of any representation, warranty, covenant or agreement made by such Investor in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 5.01 would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) 30 days after written notice thereof is given by the Company to the Investor and (ii) the Termination Date; provided that the Company is not then in breach of any representation, warranty, covenant, agreement or other obligation contained in this Agreement and, provided, further, that such termination by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party Company shall only be as to the breaching PartyInvestor and that notice of such termination shall be provided to all Investors;
(e) an Investor if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 4.01 would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) 30 days after written notice thereof is given by the Investor to the Company and (ii) the Termination Date; provided, howeverthat the terminating Investor is not then in material breach of any representation, warranty, covenant, agreement or other obligation contained in this Agreement, and provided, further, that such termination by an Investor shall only be as to such Investor;
(f) the breaching Party shall be entitled to Company or an extension to cure such breach Investor in writing at any time after any applicable Regulatory Authority has denied finally or requested the withdrawal of any application for approval of the Transaction or has stated in writing that it will not approve the Transaction, subject in each case to the Outside Date provision relating to replacing an investor in Section 8.01(g) if it an Investor other than CapGen is reasonably capable denied (or advised in writing that any application will not be approved) any application for approval of being cured by such date and the breaching party is attempting in good faith to pursue the cure; or
(iv) by mutual written consent of Buyer and SellerTransaction.
(bg) This CapGen, if other Investors which have committed $45.0 million or more to acquire Purchased Shares are no longer parties to this Agreement and replacement Investors do not enter into this Agreement within 45 days after the termination by such initial other Investor, in which case the other Investors may be terminated terminate this Agreement upon or following CapGen’s termination under this Section 8.01(h). A termination by Buyer if an Investor or by the Company with respect to one or more Investors, shall not effect a material Casualty Loss has occurred pursuant termination of this Agreement or the rights and obligations of the remaining parties to and in accordance with Section 7.6 hereofthis Agreement, including each remaining Investor’s ability to terminate this Agreement.
Appears in 1 contract
Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned at any time but not later than the Closing:
(a) This Agreement may be terminated by either Buyer or Seller on notice to the other Party as follows:mutual written consent of LTFS and Zwigard;
(ib) by LTFS or Zwigard if any Governmental Authority competent regulatory authority shall have enactedissued an order making illegal or otherwise restricting, issuedpreventing, promulgatedprohibiting or refusing to approve the transactions contemplated hereby, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to and such order shall have taken an Action) which, in either such case, has become final and non-appealable and has appealable;
(c) by Zwigard, (i) upon a material breach of any representation or warranty set forth in this Agreement on the effect part of making LTFS, or if any such representation or warranty of LTFS shall have become untrue, in either case, such that the consummation conditions set forth in Section 5.2(a) would not be satisfied as of the transactions contemplated hereby illegal Closing Date, or otherwise preventing (ii) upon a material breach of any material covenant or prohibiting consummation agreement set forth in this Agreement on the part of such transactionsLTFS; provided, however, that the right if such breach of a covenant or agreement by LTFS is curable by LTFS, then Zwigard may not terminate this Agreement under this Section 7.1(c) for sixty (60) days after delivery of written notice from Zwigard to LTFS of such breach, provided LTFS continues to exercise commercially reasonable efforts to cure such breach (it being understood that Zwigard may not terminate this Agreement pursuant to this Section 9.1(a7.1(c) if the Stockholders or the Companies shall not be available to a Party if its failure to fulfill any obligation under have materially breached this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of if such Governmental Authority breach by LTFS is cured during such sixty (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions60)-day period;
(iid) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any PartyLTFS, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals upon a material breach of any representation or warranty set forth in this Agreement on the part of the Companies or any Stockholder, or if any such representation or warranty of the Companies or any Stockholder shall have become untrue, in either case, such that the conditions set forth in Section 5.3(a) would not been obtained by be satisfied as of the date that is eighteen Closing Date, or (18ii) months after upon a material breach of any material covenant or agreement set forth in this Agreement on the Execution Date (such date, the “Outside Date”)part of any Company or Stockholder; provided, however, that if such breach of a covenant or agreement by a Company or Stockholder is curable by any Stockholder or any of the right Companies, then LTFS may not terminate this Agreement under this Section 7.1(d) for sixty (60) days after delivery of written notice from LTFS to Zwigard of such breach, provided any Stockholder or any of the Companies continue(s) to exercise commercially reasonable efforts to cure such breach (it being understood that LTFS may not terminate this Agreement pursuant to this Section 9.1(a7.1(d) if LTFS shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under have materially breached this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on if such breach by a Stockholder or prior to the Outside Datea Company is cured during such sixty (60)-day period); or
(iiie) in by LTFS or Zwigard if the event of a material Closing has not occurred by February 28, 2008, for any reason other than breach of any representation, warranty, covenant or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder Party seeking to terminate unless LTFS and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled Zwigard agree to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cure; or
(iv) by mutual written consent of Buyer and Sellerwriting.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 1 contract
Sources: Stock Purchase Agreement (Ladenburg Thalmann Financial Services Inc)
Methods of Termination. (a) This Agreement The transactions contemplated herein may be terminated and/or abandoned at any time but not later than the Closing:
10.1.1. by written consent of the Parties;
(i) by Buyer, if the Warrantors amend or supplement any schedule hereto in accordance with Section 7.4 hereof and such amendment or supplement reflects a material adverse change in the condition (financial or otherwise), results of operations or prospects of any member of the Company Group, after the date hereof, or (ii) by the Warrantors, if Buyer amends or supplements any schedule hereto in accordance with Section 7.4 hereof and such amendment or supplement reflects a material adverse change in the condition (financial or other) or results of operations of Buyer;
10.1.3. by either Buyer or Seller on notice to the other Party as follows:
(i) if any Governmental Authority shall have enactedWarrantors, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall has not have occurred on by January 31, 2009 (or before the such later date that is eighteen (18) months following the Execution Date ((which date as may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained established by the date that is eighteen (18) months after shareholders of Buyer as the Execution Date (such date, the “Outside Date”deadline by which Buyer must complete a Business Combination); provided, however, that the right to terminate this Agreement pursuant to under this Section 9.1(a10.1(c) shall not be available to a any Party if its failure to fulfill, or its delay that is then in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or
(iii) in the event of a material breach of any representationof its covenants, warrantyrepresentations or warranties in this Agreement;
10.1.4. by Warrantors, covenant (i) if Buyer shall have breached any of its covenants in Article VI or agreement VII hereof in any material respect or (ii) if the representations and warranties of Buyer contained in this Agreement by shall not be true and correct in all material respects, at the other Partytime made, which breach would cause or (iii) if such representations and warranties shall not be true and correct at and as of the failure Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party specific date prior to the breaching Party; providedClosing Date, howeverand in any such event, that the breaching Party shall be entitled to an extension to cure if such breach is subject to cure, Buyer has not cured such breach within 10 Business Days of notice from the Warrantors of an intent to terminate;
10.1.5. by Buyer, (i) if the Warrantors shall have breached any of the covenants in Articles V or VII hereof in any material respect or (ii) if the representations and warranties of the Warrantors contained in this Agreement shall not be true and correct in all material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the Outside Date extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if it such breach is reasonably capable subject to cure, the Warrantors have not cured such breach within 10 Business Days of being cured by such date and the breaching party is attempting in good faith Buyer’s notice of an intent to pursue the cure; orterminate;
(iv) by mutual written consent of Buyer and Seller.
(b) This Agreement may be terminated 10.1.6. by Buyer if the Board of Directors of Buyer shall have determined in good faith, based upon the advice of outside legal counsel, that failure to terminate this Agreement is reasonably likely to result in the Board of Directors breaching its fiduciary duties to the shareholders of Buyer under applicable Law by reason of the pendency of an unsolicited, bona fide written proposal for a material Casualty Loss has occurred pursuant superior transaction;
10.1.7. by either Buyer or the Warrantors, if, at Buyer’s Acquisition Shareholder Meeting (including any adjournments thereof), this Agreement and the transactions contemplated hereby shall fail to be approved and adopted by the affirmative vote of the holders of Buyer’s ordinary shares required under its Memorandum and Articles of Association, or 20% or more of the number of ordinary shares of Buyer outstanding as of the date of the record date for such meeting held by Persons other than the Initial Stockholders exercise their rights to convert the ordinary shares of Buyer held by them into cash in accordance with Section 7.6 hereofBuyer’s Memorandum and Articles of Association.
Appears in 1 contract
Sources: Share Purchase Agreement (ChinaGrowth South Acquisition CORP)
Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to in any of the other Party as followsfollowing ways:
(ia) if any Governmental Authority shall have enacted, issued, promulgated, enforced by either Purchaser or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) whichSeller, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation writing five days in advance of such transactions; providedtermination, howeverif the Closing has not occurred by September 30, 2009 (provided that the right no party shall be permitted to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party hereunder, if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions;
(ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur prior to such date arises out of or results from the action or omission of the terminating party); 52
(b) at any time on or prior to the Outside Date; orEffective Time by the mutual consent in writing of Seller and Purchaser;
(iiic) by Seller if any condition set forth in Article X of this Agreement shall not have been met as of the event date specified for Closing or waived in writing by Seller (to the extent a condition may be waived) other than through the failure of Seller to comply with its obligations under this Agreement;
(d) by Purchaser if any condition set forth in Article IX of this Agreement shall not have been met as of the date specified for Closing or waived in writing by Purchaser (to the extent a material condition may be waived) other than through the failure of Purchaser to comply with its obligations under this Agreement;
(e) as a result of any breach of any representation, warranty, warranty or covenant or agreement contained in this Agreement by of the other Partyparty contained herein if (i) the terminating party has given notice of such breach and such breach is not, which breach or is not capable of being, cured within 30 days after such notice and (ii) such breach, individually or in the aggregate with all other such breaches, would cause the failure closing condition set forth in Section 9.1 or 9.2, in the case of a closing condition hereunder termination by Purchaser, or in Section 10.1 or 10.2, in the case of a termination by Seller, not to be satisfied;
(f) by either party if (i) any Regulatory Approval shall have been denied by final, nonappealable action of such Governmental Authority, or such Governmental Authority shall have requested permanent withdrawal of any application therefor or (ii) any injunction, decree or other order issued by any Governmental Authority or other legal restraint or prohibition preventing consummation of the transactions contemplated by this Agreement shall have been entered by any Governmental Authority of competent jurisdiction or any applicable law shall have been enacted or adopted that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated by this Agreement and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; providedsuch injunction, however, that the breaching Party decree or other order shall be entitled final and nonappealable; provided that no such action or request, and no such injunction, decree or other order, legal restraint or prohibition shall permit a party to an extension terminate the Agreement pursuant to cure this clause if such breach to the Outside Date if it is reasonably capable of being cured order, prohibition or restraint could be removed by such date and party complying with the breaching party is attempting in good faith to pursue the cureprovisions of Section 8.2; or
(ivg) by mutual written consent Seller on or after August 15, 2009 if Purchaser has not submitted all regulatory applications set forth on Schedule 11.1(g) prior to such date of Buyer termination, subject to any regulator review, comment and Sellersubsequent requests.
(b) This Agreement may be terminated by Buyer if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.
Appears in 1 contract
Sources: Asset Purchase Agreement (Global Consumer Acquisition Corp.)