Termination After Closing. (a) This Agreement may be terminated by Block at any time during the fourteen (14) month period after the Closing Date as follows: (i) upon providing written notice to Access of Access' default or breach of Section 3.1 of this Agreement. In the event that such default or breach is irreparable or Access fails to cure such default or breach within thirty (30) days after receipt of written notice thereof from Block, this Agreement shall immediately terminate; or (ii) if Access (A) shall file in any court pursuant to any statute of any government in any country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of Access or its assets; (B) proposes a written agreement of composition for extension of its debts; (C) shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after filing thereof; (D) shall be a party to any dissolution or liquidation; or (E) shall make a general assignment for the benefit of its creditors. In the event that this Agreement is terminated pursuant to this Section 14.1(a), Block shall have the right, without notice to or consent by Access, to implement and record the transfer and assignment of all rights, title and interest in and to the Purchased Assets back to Block. Notwithstanding anything in this Agreement to the contrary and except as set forth in the next sentence, if Block terminates this Agreement pursuant to this Section 14.1(a), such termination shall constitute Block's sole remedy upon the occurrence of any event listed in this Section 14.1(a) upon which such termination is based, as the case may be, and Block shall not be entitled to receive any additional damages from Access or make any claim for the payment of any additional damages. Notwithstanding the foregoing, Block shall also be entitled to seek reimbursement for any costs and expenses (including, without limitation, attorneys' fees) incurred in terminating this Agreement pursuant to this Section 14.1(a). Further, nothing contained in this Section 14.1(a) shall be construed as limiting or restricting in any way any remedies which may be available to Block and/or its Affiliates at law and equity in the event of a breach by Access of any material term(s) of this Agreement, other than a breach of Section 3.1. (b) Upon termination of this Agreement pursuant to this Section 14.1, Block shall have the right to retain any sums paid by Access pursuant to this Agreement, and all outstanding obligations and Liabilities between the Parties arising from this Agreement shall immediately terminate upon the effective date of such termination; provided, however, that those obligations and terms set forth in Sections 5, 10, 14.1, 16.5, and 16.11 and any other obligations or Liabilities set forth in this Agreement that accrued after Closing and prior to the effective date of termination shall survive termination of this Agreement pursuant to this Section 14.1. (c) Upon termination or expiration of this Agreement for any reason, the Aphthasol Supply Agreement shall immediately automatically terminate.
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Termination After Closing. If the Class A Note is not repaid in full on or prior to its final maturity date, the $500,000 initial purchase price payment set forth in Section 2.1 (plus up to $400,000 of any -54- 62 additional prepayment of the Class A Note) shall be retained by the Company Shareholders and shall be deemed to be liquidated damages for non payment of the Class A Note and this Agreement shall terminate.
(a) This Agreement may be terminated by Block at any time during the fourteen (14) month period after the Closing Date as follows:
Upon such termination (i) upon providing written notice all shares of Parent Common Stock and Warrants held in the Escrow Fund shall be returned to Access of Access' default Parent and Parent shall have no liability to the Companies or breach of Section 3.1 of this Agreement. In the event that such default or breach is irreparable or Access fails to cure such default or breach within thirty (30) days after receipt of written notice thereof from BlockCompany Shareholders, this Agreement shall immediately terminate; or
(ii) if Access all obligations of the Parent under the Class A Note shall terminate and the Company Shareholders will be permitted to keep the collateral pledged under the Class A Note, (Aiii) all obligations of the Parent under the Class B Note shall file in any court pursuant to any statute of any government in any country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for terminate and the appointment of a receiver or trustee of Access or its assets; (B) proposes a written agreement of composition for extension of its debts; (C) Company Shareholders shall be served with an involuntary petition against itpermitted to keep the collateral pledged under the Class B Note, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60iv) days after filing thereof; (D) the Purchase Note shall be a party to cancelled, (v) any dissolution or liquidation; or (E) shall make a general assignment for agreements executed by the benefit of its creditors. In the event that this Agreement is terminated pursuant to this Section 14.1(a), Block shall have the right, without notice to or consent Parties hereto and contemplated by Access, to implement and record the transfer and assignment of all rights, title and interest in and to the Purchased Assets back to Block. Notwithstanding anything in this Agreement to the contrary and except as set forth in the next sentence, if Block terminates this Agreement pursuant to this Section 14.1(a), such termination shall constitute Block's sole remedy upon the occurrence of any event listed in this Section 14.1(a) upon which such termination is based, as the case may be, and Block shall not be entitled to receive any additional damages from Access or make any claim for the payment of any additional damages. Notwithstanding the foregoing, Block shall also be entitled to seek reimbursement for any costs and expenses (including, without limitation, attorneys' fees) incurred in terminating this Agreement pursuant to this Section 14.1(a). Further, nothing contained in this Section 14.1(a) shall be construed as limiting or restricting in any way any remedies which may be available to Block and/or its Affiliates at law and equity in the event of a breach by Access of any material term(s) of this Agreement, other than a breach of Section 3.1including the Non-competition, Employment and Stock Pledge Agreements shall terminate and (vi) the Trust shall be required to purchase the South Gate Property on the terms set forth below.
(b) Upon any termination of this Agreement pursuant to after the Closing as contemplated by this Section 14.114.2, Block the Trust shall have be obligated to repurchase the right South Gate Property and the Purchase Sub shall be obligated to retain any sums paid by Access pursuant to this Agreement, and all outstanding obligations and Liabilities between the Parties arising from this Agreement shall immediately terminate upon the effective date of such termination; provided, however, that those obligations and terms set forth in Sections 5, 10, 14.1, 16.5, and 16.11 and any other obligations or Liabilities sell as set forth in this Section 14.2(b). Within ten business days following any such termination, the Trust shall deliver to Parent the repurchase price for the South Gate Property, consisting of (i) cash, certified check or wire transfer in the amount of $400,000, (ii) the originally executed Purchase Note, marked "cancelled," and (iii) if Parent has repaid all or any amount outstanding from Tokai under the Line of Credit and/or Pollution Control under the Pollution Loan Agreement that accrued after Closing and prior on behalf of Trojan or MacL▇▇▇ ▇▇▇als in accordance with Section 9.1A, or has otherwise supplied monies to any of the Companies with Ian ▇▇▇▇▇▇▇'▇ ▇▇▇or written consent (collectively, the "Cash Infusions")
(A) a promissory note from all of the Companies in the form attached as Exhibit J-1 in the principal amount equal to the effective date amount of termination shall survive termination the Cash Infusions, (B) a guarantee of this Agreement pursuant such note or notes executed by Ian ▇▇▇▇▇▇▇ ▇▇▇ (C) a deed of trust in the form attached as Exhibit J-2 granting Parent a first priority security interest in the South Gate Property in an amount equal to this Section 14.1the Cash Infusions. Upon delivery of such items to Parent, Parent will deliver to the Trust documents necessary to reconvey such property to the Trust and (iv) if Parent is then a guarantor of the Line of Credit, a complete release from Tokai from all obligations under such guarantee.
(c) Upon In the event the Trust fails to deliver the items described in Section 14.2(b) within the ten business days described therein, then, in addition to the amounts specified in Section 14.2(b), above, the Trust shall pay Purchase Sub an aggregate of $25,000 per month for each month that the items specified in such subsection are not delivered.
(d) The parties acknowledge and agree that it is difficult or impossible to determine with precision the amount of damages that would or might be incurred by the Company Shareholders if such a termination were to occur. It is understood and agreed by the parties that if the Company Shareholders shall be damaged by an event described above, (i) it would be impracticable or expiration extremely difficult to fix the actual damages resulting therefrom, (ii) any sums which would be payable by Parent, Merger Sub and Purchase Sub under this Agreement are in the nature of liquidated damages, and not a penalty, and are fair and reasonable, and (iii) such payment represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from the occurrence of any such events, and shall be the sole and exclusive measure of damages with respect to any such occurrence. Once such liquidated damages have been paid in accordance with the provisions of this Agreement for Agreement, Parent, Merger Sub and Purchase Sub shall be relieved of any reason, further liability in respect of damages relating to the Aphthasol Supply Agreement shall immediately automatically terminatefact or circumstance giving rise to such liquidated damages.
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