Termination Events. Except as provided in Section 10.2, this Agreement may be terminated at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).
Appears in 4 contracts
Sources: Contribution Agreement (CarePayment Technologies, Inc.), Contribution Agreement (CarePayment Technologies, Inc.), Contribution Agreement (CarePayment Technologies, Inc.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time and the transactions contemplated hereby abandoned prior to the Closing:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order by written mutual consent of a Governmental Body in effect permanently restrainingPurchaser A, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to Company and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalSeller;
10.1.4 (b) by Company the Seller or the Company, if it is not in material breach of either Purchaser has breached any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty of Contributing Party either Purchaser has become untrue, or in any case if any of each case, such that the conditions set forth in Section 3.1 6.1 or Section 3.2 6.3, as the case may be, would not be satisfiedsatisfied at a Closing on or prior to the End Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that neither the exercise of commercially reasonable efforts, then Seller nor the Company may terminate this Agreement under pursuant to this Section 10.1.4 only 8.1(b) if the any such breach is not or failure to be true has been cured within 30 days seven (7) Business Days after the date of written notice from by the Seller or the Company to Purchaser A informing Purchaser A of such breach (but or failure to be true, except that no cure period will shall be required for a breach which by its nature cannot be cured)cured prior to the End Date; or
10.1.5 by Contributing Party provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if it either of them is not then in material breach of this Agreement in any material respect; further, provided, that, for the avoidance of its representationsdoubt, warranties, covenants or agreements contained nothing in this Agreement and there Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f);
(c) by Purchaser A, if the Seller or the Company has been a material breach of breached any representation, warranty, covenant or agreement contained in this Agreement on Agreement, or if any representation or warranty of the part of Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 3.2.1 6.1 or Section 3.2.2 6.2, as the case may be, would not be satisfiedsatisfied as of the Closing on or prior to the End Date; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party that Purchaser A may not terminate this Agreement under pursuant to this Section 10.1.5 only 8.1(c) if the any such breach is not or failure to be true has been cured within 30 days seven (7) Business Days after the date of written notice from Contributing Party by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach (but or failure to be true, except that no cure period will shall be required for a breach which by its nature cannot be cured)cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect;
(d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.
(e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction.
(f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.
Appears in 4 contracts
Sources: Share Purchase Agreement (Internet Gold Golden Lines LTD), Share Purchase Agreement (B Communications LTD), Share Purchase Agreement (Internet Gold Golden Lines LTD)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time and the transactions contemplated hereby abandoned prior to the Closing:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order by written mutual consent of a Governmental Body in effect permanently restrainingPurchaser A, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to Company and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalSeller;
10.1.4 (b) by Company the Seller or the Company, if it is not in material breach of either Purchaser has breached any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty of Contributing Party either Purchaser has become untrue, or in any case if any of each case, such that the conditions set forth in Section 3.1 6.1 or Section 3.2 6.3, as the case may be, would not be satisfiedsatisfied at a Closing on or prior to the End Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that neither the exercise of commercially reasonable efforts, then Seller nor the Company may terminate this Agreement under pursuant to this Section 10.1.4 only 8.1(b) if the any such breach is not or failure to be true has been cured within 30 days seven (7) Business Days after the date of written notice from by the Seller or the Company to Purchaser A informing Purchaser A of such breach (but or failure to be true, except that no cure period will shall be required for a breach which by its nature cannot be cured)cured prior to the End Date; or
10.1.5 by Contributing Party provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if it either of them is not then in material breach of this Agreement in any material respect; further, provided, that, for the avoidance of its representationsdoubt, warranties, covenants or agreements contained nothing in this Agreement and there Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f);
(c) by Purchaser A, if the Seller or the Company has been a material breach of breached any representation, warranty, covenant or agreement contained in this Agreement on Agreement, or if any representation or warranty of the part of Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 3.2.1 6.1 or Section 3.2.2 6.2, as the case may be, would not be satisfiedsatisfied as of the Closing on or prior to the End Date; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party that Purchaser A may not terminate this Agreement under pursuant to this Section 10.1.5 only 8.1(c) if the any such breach is not or failure to be true has been cured within 30 days seven (7) Business Days after the date of written notice from Contributing Party by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach (but or failure to be true, except that no cure period will shall be required for a breach which by its nature cannot be cured)cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect;
(d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date.
(e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction.
(f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.
Appears in 4 contracts
Sources: Share Purchase Agreement (B Communications LTD), Share Purchase Agreement (Internet Gold Golden Lines LTD), Share Purchase Agreement (T.N.R. Investments Ltd.)
Termination Events. Except as provided in Section 10.2, this Agreement may be terminated at any time prior to the Closing:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (iib) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).
Appears in 4 contracts
Sources: Contribution Agreement (CarePayment Technologies, Inc.), Contribution Agreement (CarePayment Technologies, Inc.), Contribution Agreement (CarePayment Technologies, Inc.)
Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated:
10.1.1 (a) by mutual written consent of Contributing Party the Purchaser and of Companythe Seller;
10.1.2 (b) by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: Purchaser (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of so long as the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it Purchaser is not then in material breach of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Seller’s representations, warranty, covenant warranties or agreement covenants contained in this Agreement on Agreement, which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would 6.1(b), and which breach has not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise been cured within thirty (30) days after written notice of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach has been delivered to the Seller from the Purchaser to the extent capable of being cured;
(c) by the Seller (so long as the Seller is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not then in material breach of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Purchaser’s representations, warranty, covenant warranties or agreement covenants contained in this Agreement on Agreement, which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 6.2(a) or Section 3.2.2 would 6.2(b), and which breach has not be satisfiedbeen cured within thirty (30) days after written notice of the breach has been delivered to the Purchaser from the Seller to the extent capable of being cured;
(d) by either the Purchaser or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through that the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 7.1(d) will not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(d) occurring; or
(e) by the Seller or the Purchaser, if the breach is not cured within 30 days after Seller accepts or the date Bankruptcy Court approves an Alternative Transaction for any of written notice from Contributing Party the Shares or Purchased Assets pursuant to the terms of such breach (but no cure period will be required for a breach which by its nature canthe Bidding Procedures Order; provided, however, that the Purchaser shall not be curedentitled to terminate pursuant to this Section 7.1(e) if and so long as the Purchaser is the Alternate Bidder (as such term is defined in Exhibit 1 to the Bidding Procedures Order);
(f) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before May 31, 2010; or
(g) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before May 31, 2010.
Appears in 3 contracts
Sources: Share and Asset Purchase Agreement (Chemtura CORP), Share and Asset Purchase Agreement, Share and Asset Purchase Agreement (Chemtura CORP)
Termination Events. Except as provided in Section 10.28.2, this Agreement may be terminated at any time prior to the Closing:
10.1.1 8.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 8.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 8.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 8.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 8.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 8.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 8.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).
Appears in 3 contracts
Sources: Contribution Agreement (CarePayment Technologies, Inc.), Contribution Agreement (CarePayment Technologies, Inc.), Contribution Agreement (Microhelix Inc)
Termination Events. Except as provided in Section 10.2Without prejudice to other remedies that may be available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:
10.1.1 (a) mutually, by mutual the written consent of Contributing Party the Company and a Majority in Interest of Companythe Investors;
10.1.2 (b) by Contributing Party either the Company or Company a Majority in Interest of the Investors by giving written notice to the other party or parties if the Closing has shall not have occurred by January prior to August 31, 20102003, unless extended by written agreement of such parties; provided, however, that the party seeking termination pursuant to this subsection (b) is not in default or material breach hereunder and provided, further, that the right to terminate this Agreement under this subsection (b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date;
10.1.3 (c) by Contributing Party either the Company or Company if: (a) there is a final nonappealable order Majority in Interest of a Governmental Body in effect permanently restraining, enjoining the Investors by giving written notice to the other party or otherwise parties if any governmental entity shall have issued an injunction or other ruling prohibiting the consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegaland such injunction or other ruling shall not be subject to appeal or shall have become final and unappealable;
10.1.4 (d) by either the Company if it or a Majority in Interest of the Investors in the event that the Required Stockholder Approval is not obtained at the Stockholders' Meeting;
(e) by either the Company or a Majority in material breach Interest of the Investors, if (i) the Company shall have entered into an agreement to consummate a Superior Proposal, (ii) the Board of Directors shall have recommended to the stockholders of the Company a Superior Proposal or (iii) the Board of Directors shall have withdrawn, modified or qualified in any manner adverse to the Investors or made any public statement inconsistent with the Company Recommendation; provided, however, that, in order for the termination of its representationsthis Agreement by the Company pursuant to this clause (e) to be deemed effective, warrantiesthe Company shall have complied with all provisions of Sections 8.7 and 8.8;
(f) by a Majority in Interest of the Investors, covenants if (i) the Company shall have materially breached any covenant or agreements contained obligation in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 ten (10) business days of the date of the delivery to the Company by an Investor of a written notice of such breach or (ii) any of the Company's representations and warranties contained in this Agreement shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 5.1 would not be satisfied as of such date and such breach is not cured within thirty (30) days of the date of the delivery to the Company by an Investor of a written notice of such breach; or
(g) by a Majority in Interest of the Investors, if there shall have occurred an event or events which, individually or in the aggregate, constitute a Material Adverse Effect on the Company and such Material Adverse Effect on the Company continues for at least thirty (30) days after the date of delivery to the Company by an Investor of a written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement Material Adverse Effect on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).
Appears in 3 contracts
Sources: Common Stock and Warrant Purchase Agreement (MPM Bio Ventures Iii Lp), Common Stock and Warrant Purchase Agreement (Frazier Healthcare Ii Lp), Common Stock and Warrant Purchase Agreement (Alta Partners)
Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminated at and the transactions contemplated herein may be abandoned:
(a) by mutual consent of the parties hereto;
(b) after six months from the date hereof by any time prior party by notice to the Closing:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company other party if the Closing shall not have been consummated on or prior to such date; provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available if such failure to consummate the Closing results primarily from a breach by the terminating party of any representation, warranty or covenant contained in this Agreement;
(c) by Purchaser upon written notice to Seller if any event occurs or condition exists that would render impossible the satisfaction of one or more conditions to the obligations of Purchaser to consummate the Closing contemplated by this Agreement as set forth in Article VII (other than as a result of a breach of this Agreement by Purchaser), and Purchaser has not occurred by January 31, 2010waived such condition;
10.1.3 (d) by Contributing Party Seller upon written notice to Purchaser if any event occurs or Company if: condition exists that would render impossible the satisfaction of one or more conditions to the obligations of Seller to consummate the Closing contemplated by this Agreement as set forth in Article VII (aother than as a result of a breach of this Agreement by Seller), and Seller has not waived such condition; or
(e) there is by any party, if a final nonappealable order of a Governmental Body in effect permanently restrainingorder, decree or ruling enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of issued by (i) any representationfederal or state court in the United States having jurisdiction or (ii) any similar court or Governmental Authority (unless such order, warranty, covenant decree or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there ruling has been a material breach of any representationwithdrawn, warranty, covenant reversed or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedotherwise made inapplicable).
Appears in 2 contracts
Sources: Asset Purchase Agreement (Idearc Inc.), Asset Purchase Agreement (Infospace Inc)
Termination Events. Except as provided Notwithstanding anything to the contrary in Section 10.2this Agreement, this Agreement may be terminated and the Contemplated Transactions abandoned at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Ashland and of CompanyBuyer;
10.1.2 (b) by Contributing Party Ashland if (i) Buyer shall have breached or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable failed to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of perform any of its representations, warranties, covenants or other agreements contained in this Agreement Agreement, which breach or failure to perform (x) would result in the failure of a condition set forth in Section 4.1 or 4.3 and there has (y) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been a cured within thirty (30) days following receipt of written notice from Ashland of such breach or failure to perform or any shorter period of any representation, warranty, covenant time that remains between the date of such written notice and the End Date or agreement contained in this Agreement on the part of Contributing Party, or (ii) if any representation or warranty of Contributing Party has become untrue, or in any case if any all of the conditions set forth in Sections 4.1 and 4.2 have been satisfied or waived (other than the condition set forth in Section 4.1(d) and other than those conditions that by their nature are to be satisfied by actions taken at the Closing) and Buyer fails to consummate the transactions contemplated by this Agreement within five Business Days following the date the Closing should have occurred pursuant to Section 3.1 or and the Company stood ready and willing to consummate during such period (it being understood that, during such period of five Business Days following the date the Closing should have occurred pursuant to Section 3.2 would 3.1, Buyer shall not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may entitled to terminate this Agreement under this pursuant to Section 10.1.4 only 8.1(e)(ii));
(c) by Buyer if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of i) Ashland shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement Agreement, which breach or failure to perform (x) would result in the failure of a condition set forth in Section 4.1 or 4.2 and there has (y) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been a material cured within thirty (30) days following receipt of written notice from Buyer of such breach or failure to perform or any shorter period of any representation, warranty, covenant or agreement contained in this Agreement time that remains between the date of such written notice and the End Date.
(d) by Buyer on the part circumstances contemplated by Section 7.3(b); or
(e) by either Ashland or Buyer if (i) any of Company such that the conditions set forth in Section 3.2.1 4.1 shall have become incapable of fulfillment due to (x) the final and nonappealable entry of any Order preventing or Section 3.2.2 would enjoining the Contemplated Transactions or(y) the final and nonappealable entry of any Legal Restraint preventing the Contemplated Transactions or (ii) the Closing has not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company occurred (other than through the exercise failure of its commercially reasonable efforts, then Contributing Party may any party seeking to terminate this Agreement to comply fully with its obligations under this Section 10.1.5 only if Agreement) on or before April 30, 2011 or such later date as the breach is not cured within 30 days after parties may agree upon (such date, the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured“End Date”).
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Nexeo Solutions Finance Corp), Purchase and Sale Agreement (Ashland Inc.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Purchase may be abandoned, at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Sellers and of CompanyPurchaser;
10.1.2 (b) by Contributing Party either Sellers or Company if the Closing Purchaser, if:
(i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not occurred by January 31been vacated, 2010;
10.1.3 by Contributing Party withdrawn or Company if: (aoverturned) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3; or
(ii) the Closing Date shall not have occurred on or prior to the date that is forty-five (45) days from the date of this Agreement (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in material breach of this Agreement;
(c) by Sellers, if: (i) any of the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, in either case, (x) would result in the failure of a condition set forth in Section 7.3(a) or Section 7.3(b) and (y) which is any statutenot curable or, ruleif curable, regulation or order enacted, promulgated or issued or deemed applicable is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Sellers to Purchaser and (2) the day that is five (5) Business Days prior to the Agreement after the date of End Date; provided, that Sellers may not terminate this Agreement by any Governmental Body that would make consummation of the transactions contemplated by pursuant to this Agreement illegal;
10.1.4 by Company Section 9.1(c) if it Sellers is not in material breach of this Agreement; or
(d) by Purchaser, if: (i) any of its representations, warranties, covenants the representations and warranties of any Seller contained in Article IV shall fail to be true and correct or agreements contained (ii) there shall be a breach by any Seller of any covenant or agreement of Sellers or Parent in this Agreement and there has been that, in either case, (x) would result in the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 7.2(a) or Section 3.2 would 7.2(b) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Purchaser to Sellers or Parent and (2) the day that is five (5) Business Days prior to the End Date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company that Purchaser may not terminate this Agreement under pursuant to this Section 10.1.4 only 9.1(d) if the breach Purchaser is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Iconix Brand Group, Inc.)
Termination Events. Except as provided in By notice given prior to or at the Closing, subject to Section 10.29.2, this Agreement may be terminated at any time prior to the Closingas follows:
10.1.1 (a) by mutual written consent agreement of Contributing Party Buyer and of CompanyParent (each, a “Representative Party”);
10.1.2 (b) by Contributing either Representative Party or Company if (provided that neither the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing terminating Representative Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of nor any of its representations, warranties, covenants or agreements contained Affiliates is then in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) in the event of a material breach by the other Representative Party or a party Affiliated with the other Representative Party of any representation or warranty contained in this Agreement which cannot be or has not been cured within thirty (30) days after the giving of written notice to other Representative Party of such breach and which breach is reasonably likely, in the opinion of the terminating Representative Party, to permit such Representative Party to refuse to consummate the transactions contemplated by this Agreement in accordance with the terms hereof;
(c) by either Representative Party (provided that neither the terminating Representative Party nor any of its Affiliates is then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) in the event of a material breach by the other Representative Party or a party Affiliated with the other Representative Party of any covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would which cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is has not been cured within 30 ten (10) days after the date giving of written notice from Contributing to other Representative Party of such breach and which breach is reasonably likely, in the opinion of the terminating Representative Party, to permit such Representative Party to refuse to consummate the transactions contemplated by this Agreement in accordance with the terms hereof;
(but no cure period will be d) by either Representative Party in the event (i) any Consent of any Governmental Body required for a consummation of the transactions contemplated hereby shall have been denied by final nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal or (ii) the consummation of such transactions shall have been permanently and restrained, enjoined or otherwise prohibited by force of law; or
(e) by either Representative Party in the event that the Closing shall not have been consummated by December 31, 2005 (the “Termination Date”); provided that the failure to consummate the transactions contemplated hereby on or before such date shall not have been caused by any breach which of this Agreement by its nature cannot be cured)the Representative Party electing to terminate pursuant to this Section 9.1(e) or an Affiliate of such Representative Party.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Stewart & Stevenson LLC), Asset Purchase Agreement (Stewart & Stevenson Services Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at terminate upon the occurrence of any time prior to of the Closing:following events (each a "Termination Event"):
10.1.1 by (i) the mutual written consent of Contributing Party the Company and of Companya Majority in Interest;
10.1.2 (ii) the Confirmation Order shall not have been entered by Contributing Party the Bankruptcy Court on or Company if before November 15, 2003;
(iii) the Closing has Effective Date shall not have occurred by on or before January 31, 20102004;
10.1.3 by Contributing Party (iv) a trustee, responsible officer, or Company if: an examiner with powers beyond the duty to investigate and report, as set forth in subclauses (3) and (4) of clause (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation Section 1106 of the transactions contemplated by Bankruptcy Code shall have been appointed under Section 1104 or 105 of the Bankruptcy Code for service in the Chapter 11 Cases;
(v) the Chapter 11 Cases shall have been converted to cases under Chapter 7 of the Bankruptcy Code;
(vi) the Company shall have breached any material provision of this Agreement and (A) a Majority in Interest shall have provided written notice to the Company that (1) the Company has breached a material provision of this Agreement and (2) sets forth the provisions of this Agreement that have been breached; provided that the Company hereby agrees to waive the requirement (if any) that the Automatic Stay be lifted in connection with giving such notice (and not to object to any Purchaser seeking to lift the Automatic Stay in connection with giving such notice, if necessary), and (B) a ten (10) day cure period with respect to such breach shall have occurred and such breach shall remain uncured;
(vii) the failure or nonoccurrence of any condition set forth in Section 3;
(viii) the Plan is modified to provide for any terms that are materially adverse to the Purchasers or are materially inconsistent with the terms and provisions of the Plan or this Agreement; or
(ix) the Company (i) submits an additional or further amended plan of reorganization or liquidation that is materially adverse to the Purchasers or is materially inconsistent with the terms and provisions of the Plan or this Agreement or (ii) there is any statute, rule, regulation moves to withdraw or order enacted, promulgated or issued or deemed applicable to withdraws the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Plan.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Magellan Health Services Inc), Stock Purchase Agreement (Magellan Health Services Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated (and the transactions contemplated by this Agreement abandoned) at any time prior to the Closingcompletion of the Closing only as follows:
10.1.1 (a) by mutual written consent of Contributing Party SDC and of CompanyCorning Buyer;
10.1.2 (b) by Contributing Party either Corning Buyer or Company SDC:
(i) if the Closing has shall not have occurred by January 31June 30, 2010;2014; provided, however, that, the right to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not be available to any party if the failure of the Closing to have occurred by such time shall be due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; or
10.1.3 by Contributing Party (ii) if a court of competent jurisdiction or Company if: (a) there is other Governmental Authority shall have issued a non-appealable final nonappealable order Governmental Order, decree or ruling or taken any other non-appealable final action, in each case, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the Closing and the transactions contemplated hereby; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to any party if such non-appealable final Governmental Order, decree or ruling or other non-appealable final action shall be due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 (c) by Company Corning Buyer if it is not SDC shall have breached or failed to perform in any material breach of respect any of its representations, warranties, covenants or other agreements contained in this Agreement Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.2(a) or Section 7.2(b) and there has (ii) is incapable of being cured by SDC, or, if capable of being cured by SDC, shall not have been a cured by SDC, within forty-five (45) days following SDC’s receipt of written notice from Corning Buyer of such breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case failure to perform; or
(d) by SDC if any of the conditions set forth Corning Parties shall have breached or failed to perform in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in any material breach of respect any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been Agreement, which breach or failure to perform (i) would give rise to the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 7.3(a) or Section 3.2.2 would not be satisfied; provided7.3(b) and (ii) is incapable of being cured by the applicable Corning Party, thator, if such inaccuracy in Company's representations and warranties or breach capable of being cured by Company is curable the applicable Corning Party, shall not have been cured by Company through the exercise of its commercially reasonable effortsapplicable Corning Party, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 forty-five (45) days after the date following Corning’s receipt of written notice from Contributing Party SDC of such breach (but no cure period will be required for a breach which by its nature cannot be cured)or failure to perform.
Appears in 2 contracts
Sources: Framework Agreement (Corning Inc /Ny), Framework Agreement (Corning Inc /Ny)
Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated at any time and the Transactions may be abandoned prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party and of Companythe Parties;
10.1.2 (b) by Contributing Party Buyer or Company if Seller, by written notice to the other if:
(i) the Closing has shall not occurred have been consummated on or before the Termination Date, unless extended by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation written agreement of the transactions contemplated Parties; provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any Party whose failure to perform or comply with any of its obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur by this Agreementsuch date; or or
(ii) there is any statute, rule, regulation or order Governmental Authority shall have enacted, promulgated promulgated, issued, entered or issued enforced (A) any Law prohibiting the Transactions or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement making them illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or (B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become final and nonappealable.
(c) by Buyer:
(i) if any representation or warranty the conditions set forth in Section 7.2 shall have become incapable of Contributing Party has become untrue, or in any case fulfillment; or
(ii) if any all of the conditions set forth in ARTICLE VII shall have been satisfied and Seller shall not have made all of the deliveries required by Section 3.1 8.3 on or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after before the date of written notice from Company of such breach (but no cure period will be required designated for a breach which by its nature cannot be cured)Closing pursuant to Section 8.1; or
10.1.5 (d) by Contributing Party Seller:
(i) if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 7.3 shall have become incapable of fulfillment; or
(ii) if all of the conditions set forth in ARTICLE VII shall have been satisfied and Buyer shall not have made all of the deliveries required by Section 8.2 on or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after before the date of written notice from Contributing Party of such breach (but no cure period will be required designated for a breach which by its nature cannot be cured)Closing pursuant to Section 8.1.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Barnes Group Inc), Asset Purchase Agreement (MSC Industrial Direct Co Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transaction abandoned at any time prior to the ClosingClosing Date, provided, however, that upon any such termination the surviving obligations of the Parties under the Letter of Intent, including the obligations of confidentiality and non-solicitation, shall continue in full force and effect in accordance with the terms of the Letter of Intent:
10.1.1 (a) by mutual written consent of Contributing Party Parent and of CompanyC-CUBED;
10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyC-CUBED or any Stockholder and such breach would have a C-CUBED Material Adverse Effect and such breach has not been cured within ten business days after written notice to C-CUBED (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Federal is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied;
10.1.5 (c) by Contributing Party Parent, if it is not C-CUBED, its board of directors or any Stockholder shall have (i) withdrawn, modified or amended in any material breach respect the approval of any of its representations, warranties, covenants or agreements contained in this Agreement and or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval);
(d) by C-CUBED, if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Federal and such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would breach has not be satisfied; been cured within ten business days after written notice to Parent (provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach that C-CUBED is not cured within 30 days after in material breach of the date terms of written notice from Contributing Party of such breach (but this Agreement, and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied;
(e) by C-CUBED, if C-CUBED accepts an Acquisition Proposal for any reason, including pursuant to a good-faith determination by its board of directors, after consulting with counsel, that not to accept the Acquisition Proposal would constitute a breach of the directors’ fiduciary duty under the law of the Commonwealth of Virginia;
(f) by C-CUBED, if Parent or Federal or their respective boards of directors shall have withdrawn, modified or amended in any material respect the approval of this Agreement or the transactions contemplated herein (provided, that neither C-CUBED nor any Stockholder is in material breach of the terms of this Agreement);
(g) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transaction; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material portion of the stock or assets of C-CUBED, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of C-CUBED or Parent or Federal as a result of the Transaction; or
(h) by any party hereto if the Transaction shall not have been consummated by October 16, 2003, provided that the right to terminate this Agreement under this Section 9.1(h) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before such date.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Caci International Inc /De/), Stock Purchase Agreement (Caci International Inc /De/)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party the Purchaser and of CompanyParent;
10.1.2 (b) by Contributing Party either the Purchaser or Company Parent if the Closing has shall not occurred have taken place by January 31, 20102003; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) if the failure of the Closing to have taken place by such date is attributable to a failure on the part of such party or any affiliate of such party to perform any covenant in this Agreement required to be performed by such party or such affiliate at or prior to the Closing Date;
10.1.3 (c) by Contributing Party either the Purchaser or Company if: (a) there is Parent if a court of competent jurisdiction or other Governmental Body shall have issued a final nonappealable order and non-appealable Order, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation the Transactions;
(d) by the Purchaser if (i) any of the transactions contemplated by Sellers' representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement; , or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 6.1 would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date, any update of or modification to the Disclosure Schedule made or purported to have been made after the date of this Agreement by shall be disregarded), or (ii) any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, Sellers' covenants or agreements contained in this Agreement and there has shall have been a breach of any representation, warranty, covenant or agreement contained in this Agreement on breached such that the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 or Section 3.2 6.2 would not be satisfied; provided, thathowever, that if such an inaccuracy in such any of the Sellers' representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Sellers is curable by the Sellers and the Sellers cure such inaccuracy or breach by Contributing Party is curable through the exercise within 10 days after receiving notice of commercially reasonable effortssuch inaccuracy or breach, then Company the Purchaser may not terminate this Agreement under this Section 10.1.4 only if 8.1(d) on account of such inaccuracy or breach, and provided, further, that in the breach is not cured within 30 days after event that at any time during the date of Pre-Closing Period Parent provides the Purchaser with a written notice from Company (the "Parent Breach Notice") (i) stating that one or more representations and warranties of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements the Sellers contained in this Agreement and there has been a material breach identified in such notice are or have become inaccurate, (ii) describing in reasonable detail the circumstances of any representationsuch inaccuracy, warranty, covenant or agreement contained in this Agreement on the part of Company such and (iii) confirming unequivocally that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company Purchaser is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may entitled to validly terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party 8.1(d) on account of such breach (but no cure period will be required for a breach which by its nature cannot be cured).inaccuracy, then
Appears in 2 contracts
Sources: Asset Purchase Agreement (Inktomi Corp), Asset Purchase Agreement (Verity Inc \De\)
Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated at any time and the Transactions may be abandoned prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party and of Companythe Parties hereto;
10.1.2 (b) by Contributing Party Buyer or Company if Seller, by written notice to the other if:
(i) the Closing has shall not occurred have been consummated on or before the Termination Date, unless extended by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation written agreement of the transactions contemplated Parties hereto; provided, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to any Party whose failure to perform or comply with any of its obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur by this Agreementsuch date; or or
(ii) there is any statute, rule, regulation or order Governmental Authority shall have enacted, promulgated promulgated, issued, entered or issued enforced (A) any Law prohibiting the Transactions or deemed applicable making them illegal, or (B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become final and nonappealable.
(c) by Buyer:
(i) if the condition set forth in Sections 8.1 shall not have been satisfied on or prior to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;Termination Date; or
10.1.4 by Company (ii) if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any all of the conditions set forth in Article VIII shall have been satisfied and Seller shall not have made all of the deliveries required by Section 3.1 9.4 on or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 before ten (10) days after following the date of written notice from Company of such breach (but no cure period will be required designated for a breach which by its nature cannot be cured)Closing pursuant to Section 9.1; or
10.1.5 (d) by Contributing Party Seller:
(i) if it is the condition set forth in Section 8.2 shall not in material breach have been satisfied on or prior to the Termination Date; or
(ii) if all of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Article VIII shall have been satisfied and (i) the Buying Parties shall not have made all of the deliveries required by Section 3.2.1 9.2 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties 9.3 on or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 before ten (10) days after following the date of written notice from Contributing Party of such breach (but no cure period will be required designated for a breach which by its nature cannot be cured)Closing pursuant to Section 9.1.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Westinghouse Air Brake Technologies Corp)
Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminated at any time prior to and the ClosingTransactions may be abandoned:
10.1.1 (a) by mutual written consent of Contributing Party and of Companythe parties hereto;
10.1.2 (b) by Contributing Party Seller or Company Buyer, each in its sole discretion, if the Closing shall not have been consummated on or before March 1, 2004, unless extended by written agreement of the parties hereto; provided, however, that such date may be extended to no later than April 1, 2004 at the election of Buyer in the event that (1) all of the conditions set forth in Sections 6.1 and 6.3 other than the condition set forth in Section 6.3(e) have been satisfied or waived (other than those that by their terms cannot be satisfied prior to the Closing) and (2) the Commitment Letters shall have been amended solely such that they shall expire no sooner than April 1, 2004; provided further however, this right to terminate the Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has not occurred been the cause of or resulted in the failure of the Closing to occur by January 31, 2010such date;
10.1.3 (c) by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation Seller if any of the transactions contemplated conditions set forth in Sections 6.1 or 6.2 shall have become incapable of fulfillment and shall not have been waived by this AgreementSeller; or or
(iid) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case Buyer if any of the conditions set forth in Section 3.1 6.1 or Section 3.2 would 6.3 shall have become incapable of fulfillment and shall not be satisfied; have been waived by Buyer. provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement pursuant to clauses (c) or (d) above is not available to any party whose breach of its obligations under this Section 10.1.4 only if Agreement has been the breach is not cured within 30 days after cause of the date impossibility of written notice from Company fulfillment of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Condition.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Kraton Polymers LLC), Agreement and Plan of Merger (Kraton Polymers LLC)
Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated at any time by notice given prior to or at the Closing, be terminated:
10.1.1 6.1.1. by mutual written consent of Contributing Party and of Company;
10.1.2 Purchaser or by Contributing Party or Company the Equityholders if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any provision of its representations, warranties, covenants or agreements contained in this Agreement and there has been a committed by the other Party and such breach has not been waived or cured within five days after receipt from the non-breaching Party of any representation, warranty, covenant or agreement contained in this Agreement on written notice specifying the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case breach;
6.1.2. (i) by Purchaser if any of the conditions set forth in Section 3.1 5.1 has not been satisfied as of the Closing Date or Section 3.2 would if satisfaction of such a condition is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and Purchaser has not be satisfied; providedwaived such condition on or before the Closing Date, thator (ii) by the Equityholders, if any of the conditions in Section 5.2 has not been satisfied as of the Closing Date or if satisfaction of such inaccuracy in a condition is or becomes impossible (other than through the failure of the Equityholders to comply with his obligations under this Agreement) and the Equityholders have not waived such condition on or before the Closing Date;
6.1.3. by Purchaser if the representations and warranties or breach by Contributing Party is curable through of the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if and/or the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements Equityholders contained in this Agreement and there has been shall not be true in any respect (without giving effect to any limitation as to "materiality," "Material Adverse Effect", "Material Adverse Change," or similar qualifying language set forth therein), except to the extent that any breach (either individually or in the aggregate with all other such breaches) would not reasonably be expected to have a material breach of any representation, warranty, covenant or agreement contained in this Agreement Material Adverse Effect on the part of Company and such that the conditions set forth in Section 3.2.1 untruth or Section 3.2.2 would incorrectness cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is has not been cured within 30 five days after the date giving of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).to the Company;
Appears in 2 contracts
Sources: Merger Agreement (Headwaters Inc), Merger Agreement (Headwaters Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Purchase may be abandoned, at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Sellers and of CompanyPurchaser;
10.1.2 (b) by Contributing Party either Sellers or Company if the Closing Purchaser, if:
(i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not occurred by January 31been vacated, 2010;
10.1.3 by Contributing Party withdrawn or Company if: (aoverturned) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3; or
(ii) the Closing Date shall not have occurred on or prior to the date that is ninety (90) days from the date of this Agreement (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in material breach of this Agreement;
(c) by Sellers, if: (i) any of the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, in either case, (x) would result in the failure of a condition set forth in Section 7.3(a), Section 7.3(b), or Section 7.1(d) and (y) which is any statutenot curable or, ruleif curable, regulation or order enacted, promulgated or issued or deemed applicable is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Sellers to Purchaser and (2) the day that is five (5) Business Days prior to the Agreement after the date of End Date; provided, that Sellers may not terminate this Agreement by pursuant to this Section 9.1(c) if any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it Seller is not in material breach of this Agreement; or
(d) by Purchaser, if: (i) any of its representations, warranties, covenants the representations and warranties of any Seller contained in Article IV shall fail to be true and correct or agreements contained (ii) there shall be a breach by any Seller of any covenant or agreement of Sellers in this Agreement and there has been that, in either case, (x) would result in the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 7.2(a), Section 7.2(b) or Section 3.2 would 7.1(d) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Purchaser to Sellers and (2) the day that is five Business Days prior to the End Date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company that Purchaser may not terminate this Agreement under pursuant to this Section 10.1.4 only 9.1(d) if the breach Purchaser is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (DHX Media Ltd.), Membership Interest Purchase Agreement (DHX Media Ltd.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the ClosingClosing Date as follows:
10.1.1 (a) by mutual written consent agreement of Contributing Party the Purchaser and of Companythe Seller;
10.1.2 (b) by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: Seller (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of provided that the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it Seller is not then in material breach of any representation, warranty, covenant or other agreement contained herein for which the Purchaser shall have previously notified the Seller), if there has been a breach by the Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement Agreement, or any such representation and there warranty shall have become untrue, in any such case that Section 6.2 will not be satisfied and such breach or condition has not been a promptly cured within 30 days following receipt by the Purchaser of written notice of such breach;
(c) by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement on herein for which the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of Seller shall have previously notified the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, thatPurchaser), if such inaccuracy in such representations and warranties or there has been a breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach Seller of any of its representations, warranties, covenants or agreements contained in this Agreement Agreement, or any such representation and there warranty shall have become untrue, in any such case that Section 6.3 will not be satisfied and such breach or condition has not been a promptly cured within 30 days following receipt by the Seller of written notice of such breach;
(d) by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained herein) at or prior to the Due Diligence Expiration Date, if the Purchaser is not satisfied with its due diligence review of the Business;
(e) by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained herein) at any time prior to Closing, if a Material Adverse Effect event, condition or matter shall have occurred and be continuing at the time of any such termination;
(f) by either the Seller or the Purchaser if any decree, injunction, judgment, order or other action by any court of competent jurisdiction, any arbitrator or any Governmental Entity preventing or prohibiting the consummation of the transactions contemplated hereby or the performance of the other material obligations of the Seller or the Purchaser under this Agreement on or the part Ancillary Agreements shall have become final and nonappealable (so long as the party seeking termination is not in breach of Company Section 5.5 hereof);
(g) by the Purchaser, if the Bankruptcy Court has not entered the Section 363/365 Order within the time frame specified in Section 6.1(a), unless the Bankruptcy Court has not entered the Section 363/365 Order within such time frame due to the failure of the Purchaser to perform or observe in all material respects the covenants and agreements of the Purchaser set forth herein; provided, however, that if the conditions Bankruptcy Court has not entered the Section 363/365 Order within the time frame specified in Section 6.1(a), and the Purchaser does not exercise its right by written notice to terminate this Agreement pursuant to this Section 7.1(g) within one (1) Business Day of the failure of this condition, then the date specified in Section 6.1(a) shall be extended for thirty (30) days. If the Purchaser does not exercise its right to terminate this Agreement by written notice pursuant to Section 7.1(g) within one (1) Business Day after such thirty (30) day extended period, the Purchaser shall be deemed to have irrevocably waived (x) its right to terminate this Agreement pursuant to this Section 7.1(g) and (y) the condition set forth in Section 3.2.1 6.1(a) of this Agreement;
(h) subject to the Purchaser's rights under Section 5.7 of this Agreement, by the Seller if its Board of Directors approves or recommends one or more Alternative Transactions in accordance with the Bidding Procedures set forth in Section 3.2.2 would 5.2 of this Agreement and the Bidding Procedures Order;
(i) provided the terminating party is not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise default of its commercially reasonable efforts, then Contributing Party may terminate this Agreement obligations under this Section 10.1.5 only Agreement, by either the Seller or the Purchaser if the breach Closing shall not have occurred on or prior to the date that is not cured within 30 sixty (60) days after the date of written notice from Contributing Party entry of such breach the Section 363/365 Order on the docket of the Bankruptcy Court;
(but no cure period will be required for a breach which j) providing the Purchaser is not in default of its obligations under this Agreement, by the Purchaser pursuant to Section 5.11(a); or
(k) provided the terminating party is not in default of its nature canobligations under this Agreement, by either the Seller or the Purchaser if the Closing shall not be cured)have occurred on or prior to October 15, 2002.
Appears in 2 contracts
Sources: Acquisition Agreement (Safety Kleen Corp/), Acquisition Agreement (Clean Harbors Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:Effective Time (whether before or after adoption of this Agreement by the Required Company Stockholder Approval):
10.1.1 (a) by mutual written consent duly authorized by the boards of Contributing Party directors of Parent and of the Company;
10.1.2 (b) by Contributing Party either Parent or the Company if the Closing has Merger shall not occurred have been consummated by January December 31, 20102008; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose action or failure to act has been a principal cause of the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;
10.1.3 (c) by Contributing Party either Parent or the Company if: (a) there is if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order order, decree or ruling, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation the Merger or execution of the transactions contemplated Creditor Plan; and
(d) (i) by this Agreement; or Parent, if (iiA) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to shall have been a breach by the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a Agreement, which breach of any representation, warranty, covenant would result in the failure to satisfy one or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any more of the conditions set forth in Section 3.1 7.1 or Section 3.2 would not 7.2, and (B) such breach shall be satisfied; provided, thatincapable of being cured or, if such inaccuracy in such representations and warranties capable of being cured, shall not have been cured within five (5) business days after written notice thereof shall have been given to the Company, or (ii) by the Company, if (A) there shall have been a breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach Parent or Merger Sub of any of its their representations, warranties, covenants or agreements contained in this Agreement and there has been a material Agreement, which breach would result in the failure to satisfy one or more of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 8.1 or Section 3.2.2 would not 8.2, and (y) such breach shall be satisfied; provided, thatincapable of being cured or, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise capable of its commercially reasonable effortsbeing cured, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is shall not have been cured within 30 five (5) business days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)thereof shall have been given to Parent.
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (RHL Group, Inc.), Agreement and Plan of Merger and Reorganization (Favrille Inc)
Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation by mutual consent of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalBuyer and Seller;
10.1.4 (b) by Company if it the Buyer (so long as the Buyer is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Seller’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on the part of Contributing Party, or if in any representation or warranty contained in the Officer Certificate which would result in the failure of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would 6.1(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date notice of written notice the breach from Company of such breach the Buyer;
(but c) by the Seller (so long as no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it Seller is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Buyer’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 6.2(a) or Section 3.2.2 would 6.2(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date notice of written notice breach from Contributing Party any Seller;
(d) by the Buyer if there has been a Material Adverse Effect.
(e) by either the Buyer or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other non-appealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or
(f) by the Buyer or the Seller if the Closing has not occurred (other than through the failure of such breach (but no cure period will be required for a breach which by party to comply fully with its nature cannot be cured)obligations under this Agreement) on or before October 31, 2012.
Appears in 2 contracts
Sources: Foreclosure Sale Agreement, Foreclosure Sale Agreement (Isc8 Inc. /De)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by the mutual written consent of Contributing Party the Company and of Companythe Purchaser;
10.1.2 (b) by Contributing Party either the Company or Company the Purchaser, if the Closing shall not have been consummated by April 30, 2013 for any reason; provided, however, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party whose action or failure to act has not occurred by January 31, 2010been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a material breach of this Agreement;
10.1.3 (c) by Contributing Party either Company or Company if: (a) there is the Purchaser, if a final nonappealable order governmental entity shall have issued an order, decree or ruling or taken any other action after the date hereof, in any case having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; Closing, which order, decree, ruling or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalother action shall have become final and non-appealable;
10.1.4 (d) by Company if it is not in material breach of any of its representationsthe Company, warranties, covenants or agreements contained in this Agreement and there has been upon a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Purchaser set forth in this Agreement, or if any representation or warranty of Contributing Party has the Purchaser shall have become untrue, or in any either case if any of such that the conditions set forth in Section 3.1 5.1 or Section 3.2 5.2 would not be satisfied; satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that, that if such inaccuracy in such the Purchaser’s representations and warranties or breach by Contributing Party the Purchaser is curable by the Purchaser through the exercise of its commercially reasonable efforts, then the Company may not terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 7.2(d) for thirty (30) days after the date delivery of written notice from the Company to the Purchaser of such breach, provided the Purchaser continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (but no cure period will be required for a breach which by its nature canit being understood that the Company may not be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in terminate this Agreement and there has been pursuant to this paragraph (d) if such breach or inaccuracy by the Purchaser is cured during such thirty (30) day period);
(e) by the Purchaser upon a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Section 3.2.1 4.1 or Section 3.2.2 4.2 would not be satisfied; satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that, that if such inaccuracy in the Company's ’s representations and warranties or breach by the Company is curable by the Company through the exercise of its commercially reasonable efforts, then Contributing Party the Purchaser may not terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 7.2(e) for thirty (30) days after the date delivery of written notice from Contributing Party the Purchaser to the Company of such breach, provided the Company continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (but no it being understood that the Purchaser may not terminate this Agreement pursuant to this paragraph (e) if such breach or inaccuracy by the Company is cured during such thirty (30)-day period); or
(f) by the Purchaser, if a Material Adverse Effect has occurred prior to the Closing with respect to the Company; provided, that if such Material Adverse Effect is curable by the Company through the exercise of its commercially reasonable efforts, then the Purchaser may not terminate this Agreement under this Section 7.2(f) for thirty (30) days after delivery of written notice from the Purchaser to the Company of such Material Adverse Effect, provided the Company continues to exercise commercially reasonable efforts to cure period will be required for a breach which by its nature cansuch Material Adverse Effect (it being understood that the Purchaser may not be curedterminate this Agreement pursuant to this paragraph (f) if such Material Adverse Effect is cured during such thirty (30)-day period).
Appears in 2 contracts
Sources: Intellectual Property Purchase Agreement (AeroGrow International, Inc.), Securities Purchase Agreement (AeroGrow International, Inc.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party Closing (whether before or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation after approval of the transactions contemplated principal terms of the Merger by the Company's shareholders): by Parent if any of the Company's representations and warranties contained in this Agreement; Agreement shall be inaccurate as of the date hereof or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable date subsequent to the Agreement after the date of this Agreement by (as if made on such subsequent date, except for representations and warranties made as to a specific date) such that any Governmental Body that condition set forth in Section 6.1 would make consummation not be satisfied, or if any of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, Company's covenants or agreements obligations contained in this Agreement and there has shall have been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or breached in any case if any of respect such that the conditions condition set forth in Section 3.1 or Section 3.2 6.2 would not be satisfied; provided, thathowever, that if such an inaccuracy in such any of the representations and warranties of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by Contributing Party the Company is curable by the Company through the exercise use of commercially reasonable effortsefforts within 10 days after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the "Company Cure Period"), then Company Parent may not terminate this Agreement under this Section 10.1.4 only 8.1(a) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 8.1(a) with respect to such inaccuracy or breach if the such inaccuracy or breach is not cured within 30 days after prior to the date expiration of written notice from the Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedCure Period); or
10.1.5 by Contributing Party the Company if it is not in material breach of any of its representations, warranties, covenants or agreements Parent's representations and warranties contained in this Agreement shall be inaccurate as of the date hereof or any date subsequent to the date of this Agreement (as if made on such subsequent date, except for representations and there has been warranties made as to a material breach specific date) such that any condition set forth in Section 7.1 would not be satisfied, or if any of any representation, warranty, covenant or agreement Parent's covenants and obligations contained in this Agreement on the part of Company shall have been breached in any respect such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 7.2 would not be satisfied; provided, thathowever, that if such an inaccuracy in Company's any of the representations and warranties of Parent as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by Company Parent is curable by Company Parent through the exercise use of its commercially reasonable effortsefforts within 10 days after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the "Parent Cure Period"), then Contributing Party the Company may not terminate this Agreement under this Section 10.1.5 only 8.1(b) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 8.1(b) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Parent Cure Period); by Parent if the breach is Closing has not cured within 30 days after taken place on or before November 15, 2003 (other than as a result of any failure on the date part of written notice from Contributing Party Parent to comply with or perform any covenant or obligation of Parent set forth in this Agreement); by the Company if the Closing has not taken place on or before November 15, 2003 (other than as a result of any failure on the part of one of the Acquired Corporations or any of the shareholders of the Company to comply with or perform any covenant or obligation of such breach (but no cure period will be required for a breach which Acquired Corporation as set forth in this Agreement); or by its nature cannot be cured)the mutual written consent of Parent and the Company.
Appears in 2 contracts
Sources: Merger Agreement (Siebel Systems Inc), Merger Agreement (Siebel Systems Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Purchase may be abandoned, at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Sellers and of CompanyPurchaser;
10.1.2 (b) by Contributing Party either Sellers or Company if the Closing Purchaser, if:
(i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not occurred by January 31been vacated, 2010;
10.1.3 by Contributing Party withdrawn or Company if: (aoverturned) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3; or
(ii) the Closing Date shall not have occurred on or prior to the date that is ninety (90) days from the date of this Agreement (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in material breach of this Agreement;
(c) by Sellers, if: (i) any of the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, in either case, (x) would result in the failure of a condition set forth in Section 7.3(a), Section 7.3(b), or Section 7.1(d) and (y) which is any statutenot curable or, ruleif curable, regulation or order enacted, promulgated or issued or deemed applicable is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the Agreement after the date confidentiality request. Omissions are designated as [***]. A complete version of this Agreement exhibit has been provided separately to the Securities and Exchange Commission. given by any Governmental Body Sellers to Purchaser and (2) the day that would make consummation of is five (5) Business Days prior to the transactions contemplated by End Date; provided, that Sellers may not terminate this Agreement illegal;
10.1.4 by Company pursuant to this Section 9.1(c) if it any Seller is not in material breach of this Agreement; or
(d) by Purchaser, if: (i) any of its representations, warranties, covenants the representations and warranties of any Seller contained in Article IV shall fail to be true and correct or agreements contained (ii) there shall be a breach by any Seller of any covenant or agreement of Sellers in this Agreement and there has been that, in either case, (x) would result in the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 7.2(a), Section 7.2(b) or Section 3.2 would 7.1(d) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Purchaser to Sellers and (2) the day that is five Business Days prior to the End Date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company that Purchaser may not terminate this Agreement under pursuant to this Section 10.1.4 only 9.1(d) if the breach Purchaser is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Iconix Brand Group, Inc.), Membership Interest Purchase Agreement (Iconix Brand Group, Inc.)
Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated:
10.1.1 (a) by mutual written consent of Contributing Party the Purchaser and of Companythe Seller;
10.1.2 (b) by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: Purchaser (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of so long as the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it Purchaser is not then in material breach of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Seller’s representations, warranty, covenant warranties or agreement covenants contained in this Agreement on Agreement, which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would 6.1(b), and which breach has not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise been cured within thirty (30) days after written notice of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach has been delivered to the Seller from the Purchaser to the extent capable of being cured;
(c) by the Seller (so long as the Seller is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not then in material breach of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Purchaser’s representations, warranty, covenant warranties or agreement covenants contained in this Agreement on Agreement, which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 6.2(a) or Section 3.2.2 would 6.2(b), and which breach has not be satisfiedbeen cured within thirty (30) days after written notice of the breach has been delivered to the Purchaser from the Seller to the extent capable of being cured;
(d) by either the Purchaser or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through that the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 7.1(d) will not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(d) occurring; or
(e) Intentionally omitted and reserved;
(f) by the Purchaser if the breach is Closing has not cured within 30 days after occurred (other than through the date failure of written notice from Contributing Party the Purchaser to comply fully with its obligations under this Agreement) on or before May 31, 2010; or
(g) by the Seller if the Closing has not occurred (other than through the failure of such breach (but no cure period will be required for a breach which by the Seller to comply fully with its nature cannot be cured)obligations under this Agreement) on or before May 31, 2010.
Appears in 2 contracts
Sources: Share and Asset Purchase Agreement, Share and Asset Purchase Agreement (Chemtura CORP)
Termination Events. Except as provided in Section 10.2, this (a) This Agreement may be terminated at any time prior to the Closing:
10.1.1 (i) by mutual written consent of Contributing Party the Purchaser, the Company and of Companythe Stockholders’ Representative;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable by written notice from the Purchaser to the Agreement after Company and the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company Stockholders’ Representative, if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on by the part of Contributing PartyCompany or the Stockholders, or if any such representation or warranty shall become untrue after the date of Contributing Party has become untruethis Agreement, or in any case if any of such that the conditions set forth in Section 3.1 6.1 or Section 3.2 6.2 would not be satisfied; provided, thatsatisfied and such breach is not curable or, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable effortscurable, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 the earlier of (A) ten (10) days after written notice thereof is given by the date of Purchaser to the Company and the Stockholders’ Representative, and (B) the Expiration Date;
(iii) by written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party the Stockholders’ Representative to the Purchaser, if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Section 6.1 or Section 6.3 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Stockholders’ Representative to the Purchaser, and (B) the Expiration Date; or
(iv) by five (5) days’ prior written notice by the Stockholders’ Representative to the Purchaser or the Purchaser to the Company and the Stockholders’ Representative, as the case may be, in the event the Closing has not occurred on or prior to March 1, 2017 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach by the party seeking such termination; provided that the parties may mutually agree, in writing, to extend the Expiration Date.
(b) In the event of termination of this Agreement pursuant to this ARTICLE VIII, this Agreement shall forthwith become void and there shall be no liability on the part of any party to this Agreement or its partners, officers, directors, stockholders, members or other equity holders, except for obligations under Section 5.7 (Confidentiality), Section 11.3 (Fees and Expenses), Section 11.4 (Waiver; Amendment), Section 11.5 (Entire Agreement), Section 11.6 (Execution of Agreement; Counterparts; Electronic Signatures), Section 11.7 (Governing Law; Venue), Section 11.8 (WAIVER OF JURY TRIAL), Section 11.9 (Attorneys’ Fees), Section 11.10 (Assignment and Successors), Section 11.12 (Notices), Section 11.13 (Construction; Usage), Section 11.14 (Severability), Section 11.15 (Schedules and Exhibits) and this Section 8.1, and the definitions used in each of the foregoing sections, including those set forth in Exhibit A hereto, all of which shall survive such termination and the Termination Date. Notwithstanding the foregoing, nothing contained in this Agreement on the part shall relieve any party from liability for any breach of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement.
Appears in 2 contracts
Sources: Share Exchange Agreement (Motus GI Holdings, Inc.), Share Exchange Agreement (Motus GI Holdings, Inc.)
Termination Events. Except as provided in Section 10.2This Agreement shall terminate concurrently upon the termination of the Option Agreement. This Agreement further may, this Agreement may by written notice given before or at the Option Closing, be terminated at any time prior to the Closingterminated:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation writing by mutual consent of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to Purchaser and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalSeller Parties;
10.1.4 (b) by Company the Purchaser if it is not there has been a breach in any material breach respect of any of its the Seller Parties’ representations, warranties, covenants or agreements contained in this Agreement (with materiality being measured individually and on an aggregate basis with respect to all breaches of representations and warranties and, with respect to the representations and warranties set forth in Section 3.2, Section 3.4 and Section 3.5 and each of the Seller Parties’ representations and warranties that is qualified as to materiality, any breach of such representations and warranties) that would result in the failure of a condition set forth in Section 6.1(a) or Section 6.1(b), and which breach has not been cured or cannot be cured within 10 days after receipt of the notice of the breach from the Purchaser;
(c) by the Seller Parties if there has been a breach in any material respect of any representationof the Purchaser’s representations, warranty, covenant warranties or agreement covenants contained in this Agreement (with materiality being measured individually and on an aggregate basis with respect to all breaches of representations and warranties and, with respect to the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions representations and warranties set forth in Section 3.1 or Section 3.2 would not be satisfied; provided4.2 and each of the Purchaser’s representations and warranties that is qualified as to materiality, that, if such inaccuracy in any breach of such representations and warranties warranties) that would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and which breach has not been cured or cannot be cured within 10 days after receipt of the notice of breach from the Seller Parties;
(d) by Contributing Party is curable through the exercise Purchaser if there has been any change or event (including any change or proposed change in Law or interpretation thereof) that has had or could reasonably be expected to have a Material Adverse Effect;
(e) by either the Purchaser or the Seller Parties if any Governmental Authority of commercially reasonable effortscompetent jurisdiction has issued a nonappealable final Judgment or taken any other nonappealable final action, then Company may terminate this Agreement under this Section 10.1.4 only in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Contemplated Transactions; or
(f) by either the Purchaser or the Seller Parties, upon delivery of written notice to the other, if the breach Option Closing has not occurred on or prior to December 31, 2008 the (“Sunset Date”), provided, that no party may elect to terminate on or after the Sunset Date if the Option Closing has not occurred due to the fault of such party; and provided further, that if the failure to have achieved the Option Closing is due solely to the failure to have obtained any Governmental Authorization set forth in Section 6.1(c) or Section 6.2(c), as applicable, by the Sunset Date, and an extension would not cured within cause the Final Closing to occur more than 30 days after the date of written notice from Company of such breach (but no cure period will Option Closing, the Sunset Date shall be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants extended and neither the Purchaser or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that Seller Parties shall have the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)until January 30, 2009.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cash America International Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated prior to the Closing:
(a) by Parent at any time prior to the Closing:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company Effective Time, if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement obligation contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any the Company shall have occurred that (i) would cause a failure of the conditions set forth in Section 3.1 6.2(a) or Section 3.2 would 6.2(b) to exist and (ii) cannot be satisfiedcured by the Company by the Outside Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that Parent shall not have the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under pursuant to this Section 10.1.4 only 7.1(a) if the breach either Parent or Merger Sub is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or other agreement hereunder that would result in the conditions to Closing set forth in Section 6.3(a) or Section 6.3(b) not being satisfied;
(b) by the Company at any time prior to the Effective Time, if a breach of any representation or warranty or failure to perform any covenant or obligation contained in this Agreement on the part of Parent or Merger Sub shall have occurred that (i) would cause a failure of the conditions in Section 6.3(a) or Section 6.3(b) to exist and (ii) cannot be cured by Parent or Merger Sub by the Outside Date; provided, however, that the Company such shall not have the right to terminate this Agreement pursuant to this Section 7.1(b) if the Company is then in material breach of any representation, warranty, covenant or other agreement hereunder that would result in the conditions to Closing set forth in Section 6.2(a) or Section 6.2(b) not being satisfied;
(c) by Parent or the Company if the Closing has not occurred on or before June 30, 2019 (the “Initial Outside Date”); provided, that if on the Initial Outside Date any of the conditions set forth in Sections 6.1(a) or (b) shall not have been satisfied but all other conditions set forth in Section 3.2.1 6 shall have been satisfied or Section 3.2.2 would not waived or shall then be capable of being satisfied, then the Initial Outside Date shall be automatically extended to September 30, 2019; and provided, thatfurther, that if such inaccuracy in Company's representations and warranties or breach the Marketing Period has not ended by Company is curable by Company through the exercise of its commercially reasonable effortslast Business Day immediately prior to the Outside Date, then Contributing Party may the Outside Date shall be automatically extended without any action by the parties to the fifth (5th) Business Day following the final day of the Marketing Period. As used in this Agreement, the term “Outside Date” means the Initial Outside Date, unless extended pursuant to the foregoing sentence, in which case, the term “Outside Date” means such date to which the Initial Outside Date has been so extended. Notwithstanding the foregoing, the right to terminate this Agreement under this Section 10.1.5 only 7.1(c) shall not be available to any party if the breach is not cured within 30 days after failure of the Closing to occur by such date shall be due to the failure of written notice from Contributing Party the such party to perform or observe the covenants and agreements of such breach (but no cure period will be required for a breach which by its nature cannot be cured).party set forth in this Agreement;
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transaction abandoned at any time prior to the ClosingClosing Date:
10.1.1 (a) by mutual written consent of Contributing Party Parent and of CompanyWGI;
10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company WGI or any Stockholder and such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would breach has not be satisfied; been cured within ten (10) Business Days after written notice to WGI (provided, thatthat neither Parent nor Federal is in material breach of the terms of this Agreement, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable effortsprovided further, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied;
(c) by WGI, if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Parent or Federal and such breach has not been cured within ten (10) Business Days after written notice to Parent (provided, that WGI is not in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied;
(d) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transaction; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material portion of the stock or assets of WGI, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of WGI or Parent or Federal as a result of the Transaction; or
(e) by any party hereto if the Transaction shall not have been consummated on or before July 1, 2007 , provided that the right to terminate this Agreement under this Section 9.1(h) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before such date.
Appears in 1 contract
Sources: Stock Purchase Agreement (Caci International Inc /De/)
Termination Events. Except as provided in By written notice given prior to or at the Closing, subject to Section 10.29.2, this Agreement may be terminated at any time prior to the Closingas follows:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body by Buyer, in effect permanently restrainingthe event EPB or Seller breaches any representation or warranty, enjoining or otherwise prohibiting consummation of the transactions contemplated by fails to perform any covenant contained in this Agreement; , and such breach or failure to perform (i) individually or in combination with any other breach or failure to perform, would cause any condition set forth in Section 8.1 or Section 8.2 not to be satisfied, and (ii) there is not cured (A) within 30 days following delivery of written notice of such breach or failure to perform from Buyer to EPB and Seller or (B) by the Final Date, whichever is earlier;
(b) by EPB and Seller, in the event Buyer breaches any statuterepresentation or warranty, ruleor fails to perform any covenant contained in this Agreement, regulation and such breach or order enactedfailure to perform (i) individually or in combination with any other breach or failure to perform, promulgated would cause any condition set forth in Section 8.1 or Section 8.3 not to be satisfied, and (ii) is not cured (A) within 30 days following delivery of written notice of such breach from EPB to Buyer or (B) by the Final Date, whichever is earlier;
(c) by Buyer or EPB and Seller, if any temporary, preliminary or permanent injunction or other Order has been issued or deemed applicable to the Agreement after since the date of this Agreement by any Governmental Body Authority that would make prevents the consummation of the transactions contemplated by this Agreement illegalhereby and such Order has become final and non-appealable;
10.1.4 (d) by Company Buyer or EPB and Seller, if it is not in material breach the satisfaction of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions to such party’s obligation to close the transactions contemplated hereby as set forth in Section 3.1 Article VIII becomes incapable of fulfillment on or Section 3.2 would prior to the Final Date (other than through the failure of the terminating party to comply with its obligations under this Agreement, in which case this Agreement may not be satisfiedterminated by such party for such reason) and such party has not waived such condition on or before such date;
(e) by mutual consent of Buyer and EPB and Seller; or
(f) by Buyer or EPB and Seller, if the Closing has not occurred on or before the Final Date, or such later date as the parties may agree upon; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(f) shall not be available if the breach is not cured within 30 days after failure of the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of party so requesting termination to fulfill any of its representations, warranties, covenants or agreements contained in obligation under this Agreement and there has shall have been a material breach the cause of any representation, warranty, covenant the failure of the Closing to occur on or agreement contained in this Agreement on prior to the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Final Date.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated at any time by written notice given prior to or at the ClosingClosing to the other parties hereto, be terminated:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is by the Company if a final nonappealable order material Breach of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date provision of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been committed by Buyer which (i) would result in a breach failure of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 9.1 or Section 3.2 would 9.2 and (ii) is not cured, or cannot be satisfiedcured, in all material respects within thirty (30) days after written notice thereof; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may Company's right to terminate this Agreement under this Section 10.1.4 only 10.1(a) shall not be available if, at the time of such intended termination, Buyer has the right to terminate this Agreement under Section 10.1(b) or (c);
(b) by Buyer if a material Breach of any provision of this Agreement has been committed by (i) the breach Company or (ii) any of the Sellers which (A) would result in a failure of a condition set forth in Section 8.1 or 8.2 and (B) is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cured, or cannot be cured); or
10.1.5 by Contributing Party if it is not , in all material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfiedrespects within thirty (30) days after written notice thereof; provided, thathowever, if such inaccuracy in Companythe Buyer's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only if 10.1(b) shall not be available if, at the breach is not cured within 30 days after the date of written notice from Contributing Party time of such breach intended termination, the Company has the right to terminate this Agreement under Sections 10.1(a) or 10.1(c);
(but no cure period will be required for a breach which i) by its nature canBuyer if any of the conditions in Article VIII has not been satisfied as of June 1, 2004 and Buyer has not waived such condition on or before the Closing Date; or (ii) by the Company if any of the conditions in Article IX has not been satisfied as of June 1, 2004 and the Company has not waived such condition on or before the Closing Date; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be cured)available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; or
(d) by mutual consent of the Company and the Buyer.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingClosing Date, provided however that upon any such termination the surviving obligations of the Parties under the Letter of Intent, including the obligations of confidentiality and non-solicitation, shall continue in full force and effect in accordance with the terms of the Letter of Intent:
10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company;
10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company or the Major Stockholders and such breach has not been cured within ten business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Federal is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied;
10.1.5 (c) by Contributing Party Parent, if it is not the Company, its board of directors or the Major Stockholders shall have (i) withdrawn, modified or amended in any material breach respect the approval of any of its representations, warranties, covenants or agreements contained in this Agreement and or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval);
(d) by the Company if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent, Federal or Merger Sub and such breach has not been cured within ten business days after written notice to Parent (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied;
(e) by the Company, if the Company accepts an Acquisition Proposal for any reason, including pursuant to a good-faith determination by its Board of Directors, after consulting with counsel, that not to accept the Acquisition Proposal would constitute a breach of the Directors’ fiduciary duty under the CV; provided, however, that in that event the Company shall pay to Parent the amount pursuant to Section 6.1;
(f) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Merger; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal; or
(g) by any party hereto if the Merger shall not have been consummated by November 16, 2002 , provided that the right to terminate this Agreement under this Section 9.1(f) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before such date.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Concierge, on the one hand, or W▇▇▇▇▇▇▇▇▇ and Sellers, on the other hand, if a material breach of any provision of this Agreement may be terminated at has been committed by the other party and such breach has not been waived; provided, however, that the breaching party shall have thirty (30) days from the date of receipt of written notice of such breach from the non-breaching party in which to cure such breach;
(b) (i) by Concierge if any time prior of the conditions in Article VIII have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Concierge to comply with its obligations under this Agreement) and Concierge has not waived such condition on or before the Closing:Closing Date; or (ii) by W▇▇▇▇▇▇▇▇▇ and Sellers, acting through W▇▇▇▇▇▇▇▇▇, if any of the conditions in Article IX has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Sellers and W▇▇▇▇▇▇▇▇▇ have not waived such condition on or before the Closing Date;
10.1.1 (c) by mutual written consent of Contributing Party Concierge, W▇▇▇▇▇▇▇▇▇ and of Company;Sellers; or
10.1.2 (d) by Contributing Party either Concierge, on the one hand, or Company W▇▇▇▇▇▇▇▇▇ and the Sellers, on the other hand, if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of other than through the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach failure of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may party seeking to terminate this Agreement to comply fully with its obligations under this Section 10.1.4 only if Agreement) on or before December 31, 2016, or such later date as the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not parties may agree upon, in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)writing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Concierge Technologies Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows:
10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company;
10.1.2 (b) by Contributing Party Parent if there has been a material breach of any representation or warranty that does not include a Materiality Qualification or a breach of any representation and warranty which includes a Materiality Qualification (after giving effect to any such Materiality Qualification) or a material breach of any covenant or agreement contained in this Agreement on the part of the Company, any Stockholder or the Voting Trustee and such breach has not been cured within 10 Business Days after written notice to the Company (provided that neither Parent nor Federal is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured with such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, as the case may be, will not be satisfied;
(c) by the Company if there has been a material breach of any representation or warranty that does not include a Materiality Qualification or a breach of any representation and warranty which includes a Materiality Qualification (after giving effect to any such Materiality Qualification) or a material breach of any covenant or agreement contained in this Agreement on the Closing part of Parent, Federal or Purchaser and such breach has not occurred been cured within 10 Business Days after written notice to Parent (provided, that neither the Company nor any Stockholder is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by January 31its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, 2010as the case may be, will not be satisfied;
10.1.3 (d) by Contributing any Party or Company hereto if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (ii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement Transactions by any Governmental Body that Entity which would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material breach portion of any the capital stock or assets of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyCompany, or if any representation compel Parent, Federal or warranty Purchaser to dispose of Contributing Party has become untrue, or in any case if any hold separate all or a material portion of the conditions set forth in Section 3.1 business or Section 3.2 would assets of the Company, Parent, Purchaser or Federal as a result of the Transaction; or
(e) by any Party if the Transaction shall not be satisfied; providedhave been consummated by April 1, that2006, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1.1(e) shall not be cured); or
10.1.5 by Contributing available to any Party if it is not in whose material breach of any of its representations, warranties, covenants representation or agreements contained in warranty (disregarding any Materiality Qualifications thereto) or failure to fulfill any material obligation under this Agreement and there has been a material breach the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing Date to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.
Appears in 1 contract
Sources: Asset Purchase Agreement (Caci International Inc /De/)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the ClosingClosing Date as follows:
10.1.1 by (a) By the mutual written consent of Contributing Party the Company and of CompanyParent;
10.1.2 (b) (i) By Parent if there has been a material breach of any representation or warranty set forth in this Agreement on the part of Sellers which is incapable of being, or is not, cured within ten (10) calendar after written notice from Parent to the Company of such breach (or in any event prior to the Closing Date), and (ii) by Contributing Party the Company if there has been a material breach of any representation or warranty set forth in this Agreement on the part of Parent or Buyer which is incapable of being, or is not, cured within ten (10) calendar days after notice from the Company to Parent of such breach (or in any event prior to the Closing Date).
(c) (i) By Parent if there has been a material breach of any covenant or agreement set forth in this Agreement on the part of the Company or the Owners which is incapable of being, or is not, cured (other than by mere disclosure of the breach) within ten (10) calendar days after written notice from Parent to the Company of such breach (or in any event prior to the Closing Date), and (ii) by the Company if there has been a material breach of any covenant or agreement set forth in this Agreement on the part of Parent or Buyer which is incapable of being, or is not, cured (other than by mere disclosure of the breach) within ten (10) calendar days after written notice from the Company to Parent of such breach (or in any event prior to the Closing Date);
(d) By either Parent or the Company if the Closing has Date shall have not occurred by January on or before October 31, 20102006 unless the same shall have been extended by a written amendment to this Agreement as provided in accordance with Section 14.1 hereunder; provided that Parent or the Company may terminate this Agreement pursuant to this subsection (d) only if Closing shall not have occurred by such date for a reason other than a failure by such party to satisfy the conditions to Closing of the other party set forth in Article VIII or Article IX hereof;
10.1.3 by Contributing Party (e) By Parent or Company if: (a) there the Company, if any permanent injunction or final non-appealable order or decree of any court of competent jurisdiction and authority is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting which would prevent the consummation of the transactions contemplated by this Agreement; or and
(iif) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, thatBy Parent, if such inaccuracy in such representations and warranties or breach the Acquired Assets do not have a collateral value of at least $4,000,000 as determined by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Parent’s lenders.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the consummation of the Closing, as follows:
10.1.1 (a) by mutual written consent of Contributing Party the Company, the Sellers and of Companythe Buyer;
10.1.2 (b) by Contributing Party the Company and the Sellers, on the one hand, or Company if the Buyer, on the other hand, if:
(i) the Closing has shall not occurred by January have been consummated on or before December 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining; provided, enjoining or otherwise prohibiting consummation of however, that the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable right to the Agreement after the date of terminate this Agreement by under this clause (b)(i) shall not be available to any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a Party whose breach of any representation, warranty, covenant or agreement contained in this Agreement has been the cause of or resulted in the failure of the Closing to occur on the part of Contributing Partyor before such date; or
(ii) a Governmental Body shall have issued an Order or taken any other action, or if any representation or warranty of Contributing Party has become untrue, or in any case if any having the effect of permanently restraining, enjoining or otherwise prohibiting the sale of the conditions set forth in Section 3.1 Shares by the Sellers to the Buyer or Section 3.2 would not be satisfied; providedthe payment therefor by the Buyer, that, if such inaccuracy in such representations which Order or other action is final and warranties or breach non-appealable;
(c) by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if and the breach is not cured within 30 days after the date of written notice from Company of such breach Sellers if:
(but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and i) there has been a material breach by the Buyer of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Agreement, such that the conditions any condition set forth in Section 3.2.1 8.1 or Section 3.2.2 8.2 would not be satisfied, and such condition has not been cured in accordance with Section 10.2 or waived by the Company and the Seller Representative; provided, that, if such inaccuracy or
(ii) any condition set forth in Company's representations and warranties or Section 8 becomes incapable of fulfillment other than as a result of a breach by the Company is curable or any Seller of any representation, warranty, covenant or agreement contained in this Agreement, and such condition has not been cured in accordance with Section 10.2 or waived by the Company through and the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if Seller Representative; or
(d) by the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach Buyer if:
(but no cure period will be required for i) there has been a breach which by its nature canthe Company or any Seller of any representation, warranty, covenant or agreement contained in this Agreement, such that any condition set forth in Section 9.1 or Section 9.2 would not be cured)satisfied, and such condition has not been cured in accordance with Section 10.2 or waived by the Buyer; or
(ii) any condition in Section 9 becomes incapable of fulfillment other than as a result of a breach by the Buyer of any representation, warranty, covenant or agreement contained in this Agreement, and such condition has not been cured in accordance with Section 10.2 or waived by the Buyer.
Appears in 1 contract
Sources: Stock Purchase Agreement (Esterline Technologies Corp)
Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminated at any time and the transactions contemplated hereby may be abandoned prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party and of Companythe parties;
10.1.2 (b) by Contributing Party Purchaser or Company if Seller, by written notice to the other if:
(i) the Closing has shall not occurred have been consummated on or before June 15, 2011, unless extended by January 31written agreement of the parties; provided, 2010;however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to any Party whose failure to perform or comply with any of its obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur by such date; or
10.1.3 by Contributing Party (ii) any Governmental Authority shall have enacted, promulgated, issued, entered or Company if: enforced (aA) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise any Law prohibiting consummation of the transactions contemplated by this Agreement; hereby or making them illegal, or (iiB) there is any statuteinjunction, rulejudgment, regulation order or order enactedruling or taking any other action, promulgated in each case, permanently enjoining, restraining or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of prohibiting the transactions contemplated hereby, which shall have become final and nonappealable.
(c) by this Agreement illegal;Purchaser:
10.1.4 by Company (i) if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of such that the conditions set forth in Section 3.1 or Section 3.2 10.1 would not be satisfiedsatisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within ten (10) Business Days following receipt by Seller of written notice of such breach from Purchaser; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that Purchaser shall not have the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under pursuant to this Section 10.1.4 only 11.1(c) if the breach Purchaser is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not then in material breach of any of its the representations, warranties, covenants or agreements contained herein; or
(ii) if all of the conditions set forth in this Agreement Article 10 shall have been satisfied and Seller shall not have made (or been prepared to make) all of the deliveries required by Section 4.2(a) on or before the date designated for Closing pursuant to Section 4.1; or
(d) by Seller:
(i) if there has been a material breach of any representation, warranty, covenant or agreement of Purchaser contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 10.2 would not be satisfiedsatisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within ten (10) Business Days following receipt by Purchaser of written notice of such breach from Seller; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through that Seller shall not have the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under pursuant to this Section 10.1.5 only 11.1(d) if Seller is then in material breach of the breach is representations, warranties, covenants or agreements contained herein; or
(ii) if all of the conditions set forth in Article 10 shall have been satisfied and Purchaser shall not cured within 30 days after have made (or been prepared to make) all of the deliveries required by Section 4.2(b) on or before the date of written notice from Contributing Party of such breach (but no cure period will be required designated for a breach which by its nature cannot be cured)Closing pursuant to Section 4.1.
Appears in 1 contract
Sources: Asset Purchase Agreement (Schiff Nutrition International, Inc.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Parent, the Purchaser and of Companythe Seller;
10.1.2 (b) by Contributing Party either Parent and the Purchaser or Company the Seller if the Transactions shall not have been consummated by June 30, 2003 (the “Termination Date”); provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 9.1(b) if the failure to consummate the Transactions by the Termination Date is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Closing has not occurred by January 31, 2010Date;
10.1.3 (c) by Contributing Party either Parent and the Purchaser or Company if: (a) there is the Seller if a court of competent jurisdiction or other Governmental Body shall have issued a final nonappealable order and non-appealable order, decree or ruling, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation the Transactions;
(d) by Parent and the Purchaser if a Triggering Event shall have occurred;
(e) by Parent and the Purchaser if (i) any of the transactions contemplated by Seller’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement; , or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 7.1 hereof would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date, any update of or modification to the Disclosure Schedule made or purported to have been made after the date of this Agreement by shall be disregarded), or (ii) any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, Seller’s covenants or agreements contained in this Agreement and there has shall have been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or breached in any case if any of material respect such that the conditions condition set forth in Section 3.1 or Section 3.2 7.2 hereof would not be satisfied; provided, thathowever, that if such an inaccuracy in such any of the Seller’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Contributing Party the Seller is curable through by the Seller and the Seller is continuing to exercise of commercially all reasonable effortsefforts to cure such inaccuracy or breach, then Company Parent and the Purchaser may not terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company 9.1(e) on account of such breach (but no cure period will be required for a breach which by its nature cannot be cured)inaccuracy or breach; or
10.1.5 (f) by Contributing Party the Seller if it is not in material breach of (i) any of its representations, warranties, covenants or agreements the representations and warranties of Parent and the Purchaser contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 8.1 hereof would not be satisfied, or (ii) if any of the covenants of Parent and there has been a material breach of any representation, warranty, covenant or agreement the Purchaser contained in this Agreement on the part of Company shall have been breached such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 8.2 hereof would not be satisfied; provided, thathowever, that if such an inaccuracy in Company's any of the representations and warranties of Parent and the Purchaser as of a date subsequent to the date of this Agreement or a breach of a covenant by Company Parent or the Purchaser is curable by Company through Parent or the Purchaser and Parent or the Purchaser is continuing to exercise of its commercially all reasonable effortsefforts to cure such inaccuracy or breach, then Contributing Party the Seller may not terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party 9.1(f) on account of such breach (but no cure period will be required for a breach which by its nature cannot be cured)inaccuracy or breach.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party the Company and of CompanyBuyer;
10.1.2 (b) by Contributing written notice from the Company to Buyer if the transactions contemplated hereunder shall not have been consummated by November 15, 2008 (as such date may be extended as provided below, the “End Date”) (unless the failure to consummate the transactions contemplated hereunder is attributable to the breach of any representations or a failure on the part of the Company or the Sellers or their respective Affiliates to perform any obligation required to be performed by such Party or its Affiliates at or prior to the Closing);
(c) by written notice from Buyer to the Company if the Closing has transactions contemplated hereunder shall not occurred have been consummated by January 31, 2010;
10.1.3 by Contributing Party or Company if: the End Date (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of unless the failure to consummate the transactions contemplated hereunder is attributable to the breach of any representations or a failure on the part of Buyer or its Affiliates to perform any obligation required to be performed by Buyer or its Affiliates at or prior to the Closing);
(d) by written notice from Buyer to the Company, unless Buyer is then in material default or breach of this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in following a material breach of any covenant or agreement of its representations, warranties, covenants the Sellers or agreements the Company contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty of Contributing Party has the Sellers contained in this Agreement shall be or shall have become untrueinaccurate, or in any either case if such that any of the conditions set forth in Section 3.1 or 7.1 and Section 3.2 7.2 would not be satisfiedsatisfied as of the time of such breach or as of the time such representation or warranty was or shall have become inaccurate; provided, however, that, : (i) if such breach or inaccuracy in such representations and warranties or breach by Contributing Party is curable through by the exercise of commercially reasonable effortsSellers or the Company, then Company Buyer may not terminate this Agreement under this Section 10.1.4 only 10.1(d) with respect to the particular breach or inaccuracy provided the Sellers or the Company cures such breach or inaccuracy within thirty (30) days after written notice of such breach from Buyer is received by the Company; and (ii) the right to terminate this Agreement under this Section 10.1(d) shall not be available to Buyer if the breach is not cured within 30 days after the date result of any willful act on the part of Buyer designed to impede the consummation of any transaction contemplated hereby; or
(e) by written notice from the Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it to Buyer, unless the Company or any Seller is not then in material default or breach of any of its representationsthis Agreement, warranties, covenants or agreements contained in this Agreement and there has been following a material breach of any representation, warranty, covenant or agreement of Buyer or Newco contained in this Agreement, or if any representation or warranty of Buyer contained in this Agreement on the part of Company shall be or shall have become inaccurate, in either case such that any of the conditions set forth in Section 3.2.1 or 8.1 and Section 3.2.2 8.2 would not be satisfiedsatisfied as of the time of such breach or as of the time such representation or warranty was or shall have become inaccurate; provided, however, that, : (i) if such breach or inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable effortsBuyer or Newco, then Contributing Party the Company may not terminate this Agreement under this Section 10.1.5 only 10.1(e) with respect to the particular breach or inaccuracy provided Buyer or Newco cures such breach or inaccuracy within thirty (30) days after written notice of such breach from the Company is received by Buyer and (ii) the right to terminate this Agreement under this Section 10.1(e) shall not be available to the Company if the breach is not cured within 30 days after the date result of written notice from Contributing Party any willful act on the part of such breach the Company or the Sellers designed to impede the consummation of any transaction contemplated hereby. Notwithstanding the foregoing, in the event that, as of the End Date, all conditions to the obligations of the Parties set forth in Article 7 and Article 8 have been satisfied or waived (but no cure period will other than those that are to be satisfied by action taken at the Closing) other than the condition that all Governmental Authorizations or waiting periods following governmental filings required for a breach which by its nature cannot under the HSR Act have been obtained or expired (as set forth in Section 7.4 and Section 8.4), then the End Date shall automatically be cured)extended to January 15, 2009.
Appears in 1 contract
Sources: Merger Agreement (Valeant Pharmaceuticals International)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated by this Agreement abandoned at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Buyer and of CompanySellers;
10.1.2 (b) by Contributing Party or Company Buyer if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partyeither Seller and such breach has not been cured within ten (10) business days after written notice to the applicable Seller (provided, or if any representation or warranty of Contributing Party has become untrue, or that Buyer is not in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2(a) or Section 7.2(b) hereof, as the case may be, will not be satisfied;
10.1.5 (c) by Contributing Party Sellers if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Buyer and such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would breach has not be satisfied; been cured within (10) ten business days after written notice to Buyer (provided, thatthat neither Seller is in material breach of the terms of this Agreement, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable effortsprovided further, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3(a) or Section 7.3(b) hereof, as the case may be, will not be satisfied;
(d) by Buyer or either Seller if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the transactions contemplated by this Agreement or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity which would make consummation of the transactions contemplated by this Agreement illegal or which would prohibit Buyer’s ownership or operation of the Acquired Assets, or compel Buyer to dispose of or hold separate all or a material portion of the business or assets of Sellers or Buyer as a result of the transactions contemplated by this Agreement; or
(e) by Buyer or either Seller if the transactions contemplated by this Agreement shall not have been consummated within ninety (90) days of the date of this Agreement. Where action is taken to terminate this Agreement pursuant to this Section 9.1, such action shall be authorized by the board of directors of the party taking such action.
Appears in 1 contract
Sources: Asset Purchase Agreement (Vistula Communications Services, Inc.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingEffective Time:
10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company;
10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company and such breach has not been cured within ten business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Merger Sub is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied;
10.1.5 (c) by Contributing Party Parent, if it is not the Company or its Board of Directors shall have (i) withdrawn, modified or amended in any material breach respect its approval of any of its representations, warranties, covenants or agreements contained in this Agreement or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reas onable period of time to recommend to its shareholders such rejection or disapproval), and in that event the Company shall pay to Parent, to compensate it for its expenses incurred and effort expended in preparing for the combination, a fee of one million dollars ($1,000,000);
(d) by the Company if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Merger Sub and such breach has not been cured within ten business days after written notice to Parent (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied;
(e) by the Company, if the Company accepts an Acquisition Proposal pursuant to a good-faith determination by its Board of Directors, after taking advice of counsel, that not to accept the Acquisition Proposal would constitute a breach of the Directors' fiduciary duty under Virginia corporation law, provided, however, that in that event the Company shall pay to Parent, to compensate it for its expenses incurred and effort expended in preparing for the combination, a fee of one million dollars ($1,000,000);
(f) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Merger; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal or which would prohibit Parent's ownership or operation of all or a material portion of the business or assets of the Company, or compel Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent as a result of the Merger; (iii) if the Company's stockholders do not approve this Agreement and the transactions contemplated hereby at the Company Meeting; or
(g) by any party hereto if the Merger shall not have been consummated by October 31, 1998, provided that the right to terminate this Agreement under this Section 9.1(g) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated at any time by notice given prior to or at the Closing, be terminated:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order by the Parent if (i) the representations and warranties of a Governmental Body COAH and the Major Stockholders contained in effect permanently restrainingthis Agreement shall not be true and correct, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is COAH and/or the Major Stockholders shall have failed to perform any statuteobligation or to comply with any agreement or covenant to be performed or complied with by he, rule, regulation she or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not Agreement, in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company each case such that the conditions set forth in Section 3.2.1 Sections 7.1 (Representations and Warranties) or Section 3.2.2 7.2 (Agreements and Covenants) would not be satisfied; , provided, thathowever, that (i), such untruth or incorrectness or such failure cannot be or has not been cured within ten (10) days after the giving of written notice thereof to the Stockholders’ Representative;
(b) by COAH if such inaccuracy in Company's (i) the representations and warranties of the Parent and Merger Sub contained in this Agreement shall not be true and correct, or breach (ii) the Parent or Merger Sub shall have failed to perform any obligation or to comply with any agreement or covenant to be performed or complied with by Company is curable he, she or it under this Agreement, in each case such that the conditions set forth in Sections 8.1 (Representations and Warranties) or Section 8.2 (Agreements and Covenants) would not be satisfied, provided, however, that such untruth or incorrectness or failure cannot be or has not been cured within ten (10) days after the giving of written notice thereof to the Parent;
(c) by Company the mutual consent of the Parent and COAH; or
(d) by either the Parent if the Closing has not occurred (other than through the exercise failure of its commercially reasonable efforts, then Contributing Party may the party seeking to terminate this Agreement to comply fully with its obligations under this Section 10.1.5 only if Agreement) on or before April 15, 2011, or such later date as the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)parties may agree upon.
Appears in 1 contract
Sources: Merger Agreement (Anoteros, Inc.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by mutual Parent if any representation or warranty of the Company contained in Section 2 was incorrect when made such that the condition set forth in Section 6.1 would not be satisfied, or if: (i) any of the Company's covenants contained in this Agreement shall have been breached; (ii) such breach has not been cured within 15 days after written consent notice thereof is delivered by Parent to the Company; provided, however, that no cure period shall apply if such breach is not capable of Contributing Party cure; and (iii) as a result of Companysuch breach, the condition set forth in Section 6.2 would not be satisfied;
10.1.2 (b) by Contributing Party the Company if any representation or warranty of Parent or Merger Sub contained in Section 3 was incorrect when made such that the condition set forth in Section 7.1 would not be satisfied, or if: (i) any of Parent's or Merger Sub's covenants contained in this Agreement shall have been breached; (ii) such breach has not been cured within 15 days after written notice thereof is delivered by the Company to Parent; provided, however, that no cure period shall apply if such breach is not capable of cure; and (iii) as a result of such breach, the condition set forth in Section 7.2 would not be satisfied;
(c) by Parent if the Closing has not taken place on or before May 31, 2000 (other than as a result of any failure on the part of Parent or Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement or in any other agreement or instrument delivered to the Company);
(d) by the Company if the Closing has not occurred by January taken place on or before May 31, 2010;
10.1.3 by Contributing Party or Company if: 2000 (a) there is other than as a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation result of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement failure on the part of Contributing Party, the Company to comply with or if perform any representation covenant or warranty of Contributing Party has become untrue, obligation set forth in this Agreement or in any case if any of the conditions set forth in Section 3.1 other agreement or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedinstrument delivered to Parent); or
10.1.5 (e) by Contributing Party if it is not in material breach the mutual written consent of any of its representations, warranties, covenants or agreements contained in this Agreement Parent and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).
Appears in 1 contract
Termination Events. Except as provided in Section 10.2Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by mutual written consent agreement of Contributing Party Seller and of CompanyBuyer;
10.1.2 (b) by Contributing written notice of either Seller or Buyer to such other Party or Company if if:
(i) the Closing has not occurred by January the close of business on July 31, 2010;2020 (the “Outside Date”); provided, further, that a Party may not terminate this Agreement pursuant to this Section 12.01(b)(i) if such Party is in material breach of any of its representations, warranties, covenants or agreements contained herein;
10.1.3 by Contributing Party or Company if: (aii) there is a final nonappealable order of a Governmental Body in effect permanently a Final Order by any court of competent jurisdiction in the United States restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this AgreementClosing; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of provided that a Party may not terminate this Agreement by pursuant to this Section 12.01(b)(ii) if such party is in material breach of any Governmental Body that would make consummation of its representations, warranties, covenants or agreements contained herein; or
(iii) if either the transactions contemplated by this Agreement illegalBidding Procedures Order or, after its entry, the Sale Order ceases to be in full force and effect;
10.1.4 by Company if it (c) so long as Buyer is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of herein, by Buyer by written notice to Seller if
(i) any representation, warranty, Selling Entity breaches any representation or warranty or any covenant or agreement contained in this Agreement on the part Agreement, (ii) such breach would result in a failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 Article 9 or Section 3.2 would Article 10 and (iii) such breach has not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach been cured by Contributing Party is curable through the exercise earlier of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days (x) ten (10) Business Days after the date giving of written notice from Company by Buyer to Seller of such breach and (but y) the Outside Date;
(d) so long as no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it Selling Entity is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of herein, by Seller by written notice to Buyer if (i) Buyer breaches any representation, warranty, representation or warranty or any covenant or agreement contained in this Agreement on the part Agreement, (ii) such breach would result in a failure of Company such that the conditions a condition set forth in Section 3.2.1 Article 9 or Section 3.2.2 would Article 11 and such breach has not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach been cured by Company is curable by Company through the exercise earlier of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days (x) ten (10) Business Days after the date giving of written notice from Contributing Party by the Selling Entities to Buyer of such breach and (but no cure period will be y) the Outside Date;
(e) by Seller by written notice to Buyer if Buyer fails to consummate the transactions contemplated hereby, including satisfaction of the Purchase Price, as and when required for by Article 4 hereof; or
(f) by Buyer by written notice to Seller if (i) the Sale Order is not entered by June 26, 2020, or (ii) within one (1) day after entry of the Sale Order, all Selling Entities have not executed and delivered this Agreement;
(g) by Buyer by written notice to Seller if any creditor of a breach which Selling Entity or its Affiliates obtains relief from the stay to foreclose on, or otherwise take possession of, a material portion of the Assets;
(h) by its nature cannot be cured).Seller by written notice to Buyer if (i) the Bankruptcy Cases are, without Seller’s consent, converted into cases under chapter 7 of the Bankruptcy Code or dismissed, or
Appears in 1 contract
Sources: Asset Purchase Agreement
Termination Events. Except The occurrence of any of the following shall constitute a Termination Event:
(a) the Company defaults in the payment of the principal of any of the Notes, when the same shall become due and payable, whether at maturity, upon any optional or mandatory redemption or otherwise;
(b) the Company defaults in the payment of any interest on any of the Notes or any other amount due hereunder, when the same becomes due and payable, and such default is not cured within five (5) Business Days;
(c) the Company fails to use the proceeds from the sale of the Notes as provided in Section 10.2, this Agreement may be terminated at any time prior to the Closing:
10.1.1 by mutual written consent of Contributing Party and of CompanyBudget;
10.1.2 by Contributing (d) any Credit Party fails duly to observe or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of perform any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions Related Documents to which it is a party (other than as set forth in Section 3.1 or Section 3.2 would not be satisfied; (a), (b) and (c) above), and, if such failure is capable of cure, such failure continues uncured for a period of 10 days, provided, however, that, if such inaccuracy in failure is not capable of cure within 10 days, such representations and warranties or breach by Contributing 10 day period shall be extended to 30 days, provided the breaching Credit Party is curable through making a good faith and diligent attempt to cure; or
(e) Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated ("Merr▇▇▇ ▇▇▇c▇") ▇as advised MSAM that the exercise Initial Public Offering cannot in its view be completed or fails to advise MSAM within two days (upon MSAM making a request) that the Initial Public Offering can in its view be completed, provided that the foregoing shall not constitute a Termination Event for a period of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 180 days after the date such notice is delivered by MSAM to the Company; provided further, that, if after advising MSAM as aforesaid Merr▇▇▇ ▇▇▇c▇ ▇▇▇erses its position, no Termination Event shall be deemed to have occurred, except that, if Merr▇▇▇ ▇▇▇c▇ ▇▇▇erses its position again, it shall constitute a Termination Event on the expiration of written notice from Company the number of days remaining in the 180-day period at the time Merr▇▇▇ ▇▇▇c▇ ▇▇▇st reversed its position (and no further tolling of such breach (but no cure period will shall be required for a breach which by its nature cannot be curedpermitted); or
10.1.5 by Contributing (f) any Credit Party or any Subsidiary shall:
(i) commence a voluntary case under any applicable Bankruptcy Law;
(ii) consent to the entry of an order for relief against it in any involuntary case under any applicable Bankruptcy Law;
(iii) consents to the appointment of a Custodian of it or for any substantial part of its property;
(iv) makes a general assignment for the benefit of its creditors; or
(v) generally not pay its debts as they become due or admit in writing its inability to pay its debts; provided, however, that if any of the foregoing occur with respect to a Subsidiary other than a Controlled Subsidiary, it shall not constitute a Termination Event unless it would have a Material Adverse Effect;
(g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(i) is not for relief against any Credit Party, or any Subsidiary in material breach an involuntary case;
(ii) appoints a Custodian of any Credit Party or any Subsidiary or for any substantial part of his or its representationsproperty; or
(iii) orders the winding up or liquidation of any Credit Party or Subsidiary; provided, warrantieshowever, covenants that if any of the foregoing occur with respect to a Subsidiary other than a Controlled Subsidiary, it shall not constitute a Termination Event unless it would have a Material Adverse Effect;
(h) Any involuntary case, proceeding or agreements other action is commenced against any Credit Party or Subsidiary under any Bankruptcy Law and such case, proceeding or other action remains undismissed for a period of 60 days; provided, however, that if any of the foregoing occur with respect to a Subsidiary other than a Controlled Subsidiary, it shall not constitute a Termination Event unless it would have a Material Adverse Effect;
(i) Any Credit Party or Subsidiary shall fail to pay any Indebtedness (other than the Notes) when due or shall default in the performance of any other obligations relating to such indebtedness if the effect of such defaults is to accelerate the maturity of such Indebtedness or to permit the holders thereof to cause such Indebtedness to become due prior to its stated due date, and such failure to default shall continue unremediated for a period of 60 days; provided, however, that if any of the foregoing occur with respect to a Subsidiary other than a Controlled Subsidiary, it shall not constitute a Termination Event unless it would have a Material Adverse Effect;
(j) any judgment or decree for the payment of money in excess of $250,000 (to the extent not covered by insurance or a bond) shall be rendered against any Credit Party or any Subsidiary and shall not be paid or discharged, waived or the execution thereof stayed on appeal within 30 days following the entry of such judgment or decree or (ii) any judgment or decree;
(k) If the Shareholder resigns as the Chief Executive Officer of the Company;
(l) If the Company unintentionally breaches a representation or warranty contained in this Agreement that has a Material Adverse Effect, and there has been such breaches continue for a material breach period of any representation, warranty, covenant 30 days without being cured if capable of being cured; or
(m) If the Company intentionally breaches a representation or agreement warranty contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement.
Appears in 1 contract
Termination Events. Except as provided This Agreement may, by notice given prior to or at the Closing, be terminated:
11.1.1 by mutual consent of the Company and the E-Cash Shareholder;
11.1.2 by the Company, if any of the conditions in Section 10.29 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Company to comply with its obligations under this Agreement) and the Company has not waived such condition on or before the Closing Date; or (ii) by the E-Cash Shareholder, if any of the conditions in Section 10 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the E-Cash Shareholder to comply with its obligations under this Agreement may be terminated at any time prior to Agreement) and the Closing:
10.1.1 by mutual written consent of Contributing Party and of CompanyE-Cash Shareholder has not waived such condition on or before the Closing Date;
10.1.2 11.1.3 by Contributing Party either the Company or Company the E-Cash Shareholder, if there shall have been entered a final, non-appealable order or injunction of any Governmental Authority restraining or prohibiting the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby;
11.1.4 by this Agreement; or (ii) there is any statutethe Company, ruleif, regulation or order enacted, promulgated or issued or deemed applicable prior to the Agreement after Closing Date, the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it E-Cash Shareholder is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement herein contained in this Agreement on the part of Company and such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would breach shall not be satisfiedcured within 10 days of the date of notice of default served by the Company claiming such breach; provided, thathowever, that the right to terminate this Agreement pursuant to this Section 11.1.5 shall not be available to the Company if the Company is in material breach of this Agreement at the time notice of termination is delivered;
11.1.5 by the E-Cash Shareholder, if, prior to the Closing Date, the Company is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the date of notice of default served by the E-Cash Shareholder claiming such breach or, if such inaccuracy in Company's representations and warranties or breach by Company is not curable by Company through within such 10 day period, such longer period of time as is necessary to cure such breach; provided, however, that the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under pursuant to this Section 10.1.5 only 11.1.6 shall not be available to the E-Cash Shareholder if the E-Cash Shareholder is in material breach of this Agreement at the time notice of termination is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)delivered.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior and the Transactions (to the Closingextent not theretofore consummated) may be abandoned:
10.1.1 (i) by mutual written consent of Contributing Party the Purchaser and of Companythe Seller;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statuteby either the Purchaser or the Seller, rule, regulation or order enacted, promulgated or issued or deemed applicable each in its sole discretion and upon written notice to the Agreement after other party, if the Initial Closing shall not have been consummated on or before five months from the date of hereof (the “Initial Closing Outside Date”); provided, however, that this right to terminate this Agreement by shall not be available to any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it party who is not in breach in any material breach respect of any of its representationsobligations hereunder;
(iii) by either the Purchaser or the Seller, warrantieseach in its sole discretion and upon written notice to the other party, covenants if the Second Closing shall not have been consummated on or agreements contained in before six months from the date hereof (the “Second Closing Outside Date”); provided, however, that (A) this right to terminate this Agreement and there has been a shall not be available to any party who is in breach in any material respect of any representation, warranty, covenant of its obligations hereunder and (B) any such termination pursuant to this Section 10(a)(iii) shall apply solely with respect to the Second Closing;
(iv) by the Purchaser if any of the conditions set forth in Sections 6(a) or agreement contained in 6(b) of this Agreement on shall have become incapable of fulfillment by the part of Contributing Party, or Initial Closing Outside Date and shall not have been waived by the Purchaser;
(v) by the Purchaser if any representation of the conditions set forth in Sections 7(a) or warranty 7(b) of Contributing Party has this Agreement shall have become untrueincapable of fulfillment by the Second Closing Outside Date and shall not have been waived by the Purchaser; provided, or in however, that any case such termination pursuant to this Section 10(a)(v) shall apply solely with respect to the Second Closing;
(vi) by the Seller if any of the conditions set forth in Section 3.1 6(a) or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise 6(c) of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if shall have become incapable of fulfillment by the breach is Initial Closing Outside Date and shall not cured within 30 days after have been waived by the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Seller; or
10.1.5 (vii) by Contributing Party the Seller if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 7(a) or Section 3.2.2 would 7(c) of this Agreement shall have become incapable of fulfillment by the Second Closing Outside Date and shall not be satisfiedhave been waived by the Seller; provided, thathowever, if that any such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under termination pursuant to this Section 10.1.5 only if 10(a)(vii) shall apply solely with respect to the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Second Closing.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this Agreement The Parties’ obligations to effect the Closing may be terminated at any time prior to (each a “Termination Event”):
(a) By the Closing:
10.1.1 by mutual written consent of Contributing Party each of the Sellers and the Purchaser; or
(b) By any of Company;
10.1.2 by Contributing Party the Sellers or Company the Purchaser if the Closing has Date does not occurred by January 31, 2010;
10.1.3 by Contributing Party occur on or Company if: before the date (athe “Outside Date”) there that is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or ninety (ii90) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement days after the date of this Agreement, extendable by the Purchaser or the Sellers for up to two additional ninety (90) day periods by written notice provided to the other Parties at least three (3) Business Days prior to the Outside Date or as may otherwise be agreed by the Parties in writing; provided, however, that the right to terminate this Agreement by any Governmental Body that would make consummation under this subclause (b) shall not be available to a Party if the failure of the transactions contemplated by Closing Date to occur on or before the Outside Date was primarily due to the failure of such Party to perform any of its obligations under this Agreement illegal;Agreement; or
10.1.4 by Company (c) By the Purchaser, if it at such time the Purchaser is not in material breach of its obligations under this Agreement, if any of its representations, warranties, covenants or agreements contained in this Agreement and there the Sellers has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if breached any representation or warranty of Contributing Party has become untrue, the Sellers or in failed to perform any case if any covenant or agreement of the conditions Sellers contained herein, and in each case such breach would cause the condition set forth in Section 3.1 7.02(a), Section 7.02(b) or Section 3.2 would 7.02(c), as applicable, not to be satisfied; provided, that, if and such inaccuracy in such representations and warranties or breach condition is incapable of being satisfied by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Outside Date; or
10.1.5 by Contributing Party (d) By the Sellers, if it is at such time the Sellers are not in material breach of their obligations under this Agreement, if any of its representations, warranties, covenants the Purchasers has breached any representation or agreements contained in this Agreement and there has been a material breach warranty of the Purchasers or failed to perform any representation, warranty, covenant or agreement of the Purchasers contained herein, and in this Agreement on each case such breach would cause the part of Company such that the conditions condition set forth in Section 3.2.1 7.01(a), Section 7.01(b) or Section 3.2.2 would 7.01(c), as applicable, not to be satisfied, and such condition is incapable of being satisfied by the Outside Date; providedor
(e) By either the Sellers or the Purchaser if consummation of the transactions contemplated hereby would violate any non-appealable final Governmental Order, that, if such inaccuracy in Company's representations and warranties decree or breach by Company is curable by Company through the exercise judgment of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)any Governmental Entity having competent jurisdiction.
Appears in 1 contract
Termination Events. Except as provided Anything contained in Section 10.2this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time prior to the ClosingClosing Date:
10.1.1 (a) by mutual written consent of Contributing Party the Parent and of Companythe Purchaser Owner;
10.1.2 (b) by Contributing Party either the Parent or Company the Purchaser Owner, by giving written notice of such termination to the other, if a Governmental Entity of competent jurisdiction shall have enacted, enforced or entered any Law or a final and non-appealable Order shall be in effect that prohibits the consummation of the Closing; provided, that the party hereto seeking to terminate this Agreement shall have used reasonable best efforts to have any such Law declared invalid or inapplicable or Order vacated;
(c) by either the Parent or the Purchaser Owner, by giving written notice of such termination to the other, if the Closing has shall not have occurred prior to the date that is one hundred twenty (120) days after entry of the Sale Order and as of such date all conditions to the Closing set forth in Article VI shall have been satisfied or waived or shall be capable of being satisfied at the Closing (but subject to the satisfaction or waiver at or prior to the Closing of all such conditions), except for Section 6.1(b) or, solely in respect of the HSR Act, Section 6.1(c), unless the failure of the Closing to occur prior to such date results from the failure of the party hereto seeking to terminate this Agreement to materially perform any of its obligations under this Agreement required to be performed by January 31, 2010it at or prior to the Closing;
10.1.3 (d) by Contributing Party the Purchaser Owner in the event of (i) any breach by the Sellers of any of their covenants, representations or Company if: warranties contained in this Agreement, which breach would (aif occurring or continuing as of the Closing) there is a final nonappealable order give rise to the failure of a Governmental Body condition to the Closing set forth in effect permanently restrainingSection 6.3, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to material breach by the Agreement after the date of this Agreement by any Governmental Body that would make consummation Sellers of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it Bidding Procedures Order or the Sale Order, and in either case, the failure of the Sellers to cure such breach within fourteen (14) days after receipt of the Purchaser Termination Notice; provided, that (A) neither of the Purchaser Parties is not itself in material breach of any of its representationscovenants, warranties, covenants representations or agreements warranties contained in this Agreement or the provisions of the Bidding Procedures Order or the Sale Order, (B) the Purchaser Owner notifies the Sellers in writing (the “Purchaser Termination Notice”) of its intention to exercise its rights under this Agreement as a result of the breach and there has been a breach of any representation(C) the Purchaser Owner specifies in such Purchaser Termination Notice the covenant, warranty, covenant representation or agreement warranty contained in this Agreement on or the part provision of Contributing Party, the Bidding Procedures Order or if the Sale Order of which the Sellers are allegedly in breach;
(e) by the Parent in the event of (i) any representation or warranty breach by the Purchaser Parties of Contributing Party has become untrue, or in any case if any of their covenants, representations or warranties contained in this Agreement, which breach would (if occurring or continuing as of the conditions Closing) give rise to the failure of a condition to the Closing set forth in Section 3.1 6.2, or Section 3.2 would not be satisfied(ii) any material breach by the Purchaser Parties of the Bidding Procedures Order or the Sale Order, and in either case, the failure of the Purchaser Parties to cure such breach within fourteen (14) days after receipt of the Seller Termination Notice; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that (A) the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is Sellers are not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not themselves in material breach of any of its representationstheir covenants, warranties, covenants representations or agreements warranties contained in this Agreement or the provisions of the Bidding Procedures Order or the Sale Order, (B) the Parent notifies the Purchaser Owner in writing (the “Seller Termination Notice”) of its intention to exercise its rights under this Agreement as a result of the breach and there has been a material breach of any representation(C) the Parent specifies in such Seller Termination Notice the covenant, warranty, covenant representation or agreement warranty contained in this Agreement on or the part provision of Company the Bidding Procedures Order or the Sale Order of which the Purchaser Parties are allegedly in breach;
(f) by either the Purchaser Owner or the Parent, by giving written notice of such termination to the other, if the Sellers consummate any transaction (i) in which a material portion of the Business or the Acquired Assets are to be sold, transferred or otherwise disposed of and (ii) that the conditions set forth Bankruptcy Court has finally approved in Section 3.2.1 an Order as “superior” in accordance with the Bidding Procedures Order, to the Acquisition;
(g) by the Purchaser Owner, in the event that the Bankruptcy Court enters an order with respect to the Motion to Approve the Bidding Procedures and Sale denying approval of the Break-Up Fee or Section 3.2.2 would Expense Reimbursement Amount (which order was not be satisfiedconsented to by the Purchaser Parties) and such order has become a Final Order, by providing written notice of such termination within two (2) days of the Bankruptcy Court’s entry of the order; providedor
(h) by the Parent, thatby giving written notice of such termination to the Purchaser Owner, if a Lender has withdrawn or terminated its Commitment Letter and the Purchaser Parties have not entered into a commitment letter with respect to replacement Debt Financing in accordance with Section 5.18(b) within ten (10) Business Days following such inaccuracy in Company's representations and warranties withdrawal or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)termination.
Appears in 1 contract
Sources: Acquisition Agreement (Savient Pharmaceuticals Inc)
Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated at any time by written notice given to the non- terminating Parties prior to the Closing, be terminated:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) by (i) Buyer, if Buyer is not in material breach of its obligations under this Agreement and there is a breach in any material respect by any Seller, any Principal, Holdco or the Company of any of their respective representations, warranties, covenants or other agreements contained in this Agreement and such breach has not been cured within 10 days after Buyer gives written notice thereof to the breaching Party, or if such breach cannot be cured, and would cause the failure of a condition set forth in Section 8.1(a), Section 8.1(b) or Section 8.1(h); or (ii) the Sellers, if none of Holdco, the Company or the Sellers are in material breach of their obligations under this Agreement and there is a breach in any material respect by Buyer or the Parent Guarantor of any of their representations, warranties, covenants or other agreements contained in this Agreement and such breach has not been cured within 10 days after the Sellers give written notice thereof to Buyer, or if such breach cannot be cured, and would cause the failure of a condition set forth in Section 8.2(a) and (b);
(b) by either Buyer or the Sellers if (i) any order, decree, ruling or other non-appealable final nonappealable order of action has been issued by a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; Transactions, or (ii) there is any statutethe Closing shall not have occurred on or before May 31, rule, regulation or order enacted, promulgated or issued or deemed applicable to 2013 (the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied“Termination Date”); provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1(b) shall not be cured); or
10.1.5 by Contributing available to any Party if it is not in material breach of any of its representations, warranties, covenants whose action or agreements contained in this Agreement and there failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before the Termination Date and such action or failure to act constitutes a material breach of any representation, warranty, covenant or agreement contained in this Agreement on Agreement; or
(c) by mutual consent of Buyer and the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Sellers.
Appears in 1 contract
Sources: Share Purchase Agreement (American Tire Distributors Holdings, Inc.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingEffective Time:
10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company;
10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company and such breach has not been cured within ten business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Merger Sub is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied;
10.1.5 (c) by Contributing Party the Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Merger Sub and such breach has not been cured within ten business days after written notice to Parent (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied;
(d) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Merger or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal or which would prohibit Parent's ownership or operation of all or a material portion of the business or assets of the Company, or compel Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent as a result of the Merger; or
(e) by any party hereto if the Merger shall not have been consummated by April 30, 1999, provided that the right to terminate this Agreement under this Section 9.1(e) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date. Where action is taken to terminate this Agreement pursuant to this Section 9.1, such action shall be authorized by the board of directors of the party taking such action.
Appears in 1 contract
Sources: Merger Agreement (Allaire Corp)
Termination Events. Except as provided Notwithstanding anything to the contrary in Section 10.2this Agreement, this Agreement may be terminated and the Acquisition abandoned at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Seller and of CompanyBuyer;
10.1.2 (b) by Contributing Party or Company Seller if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (ai) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would 4.3 shall have become incapable of fulfillment and shall not be satisfied; providedhave been waived by Seller, that, if such inaccuracy in such representations and warranties or breach (ii) forty-five (45) days have elapsed since the receipt by Contributing Party is curable through the exercise Buyer of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of a written notice from Company Seller of such breach incapability and (but no cure iii) within such forty-five (45) day period will be required for a breach which by its nature cansuch condition shall not be cured)have become capable of fulfillment; or
10.1.5 by Contributing Party if it provided that Seller is not otherwise in material breach or default of any provision of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach so as to cause any of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 4.3 not to be satisfied;
(c) by Buyer if (i) any of the conditions set forth in Section 4.2 shall have become incapable of fulfillment and shall not have been waived by Buyer, (ii) forty-five (45) days have elapsed since the receipt by Seller of a written notice from Buyer of such incapability and (iii) within such forty-five (45) day period such condition shall not have become capable of fulfillment; provided that Buyer is not otherwise in breach or default of any provision of this Agreement so as to cause any of the conditions set forth in Section 3.2.2 would 4.2 not to be satisfied; provided, that, or
(d) by either Seller or Buyer if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company the Closing has not occurred (other than through the exercise failure of its commercially reasonable efforts, then Contributing Party may any party seeking to terminate this Agreement to comply fully with its obligations under this Section 10.1.5 only if Agreement) on or before September 10, 2019, or such later date as the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)parties may agree upon in writing.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Ashland Global Holdings Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company;
10.1.2 (b) by Contributing Party either Parent or Company the Company, if the Closing has not occurred any Order by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a any Governmental Body in effect permanently restraining, enjoining of competent jurisdiction preventing or otherwise prohibiting consummation of the transactions contemplated Merger shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 9.1(b) must have used all reasonable efforts to remove any such Order;
(c) by Parent if (i) any of the Company's representations and warranties contained in Section 2 shall be inaccurate as of the date of this Agreement; , or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable shall have become inaccurate as of a date subsequent to the Agreement after the date of this Agreement by any Governmental Body (as if made on such subsequent date), such that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 or Section 3.2 6.1 would not be satisfiedsatisfied as of the time such representation or warranty shall have become inaccurate (assuming the Closing Date were as of such time), or (ii) any of the Company's covenants contained in Sections 4 or 5 shall have been breached such that the condition set forth in Section 6.2 would not be satisfied as of the time of such breach (assuming the Closing Date were as of such time); provided, thathowever, that if such an inaccuracy in such any of the Company's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Contributing Party the Company is curable through by the Company and the Company is continuing to exercise of commercially all reasonable effortsefforts to cure such inaccuracy or breach, then Company Parent may not terminate this Agreement under this Section 10.1.4 only if the 9.1(c) on account of such inaccuracy or breach is not cured within 30 until thirty (30) days after subsequent to the date of written notice from such inaccuracy or breach;
(d) by the Company if (i) any of Parent's representations and warranties contained in Section 3 shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 7.1 would not be satisfied as of the time such representation or warranty shall have become inaccurate (assuming the Closing Date were as of such time), or (ii) if any of Parent's covenants contained in Section 5 shall have been breached such that the condition set forth in Section 7.2 would not be satisfied as of the time of such breach (but no cure period will be required for a breach which by its nature cannot be curedassuming the Closing Date were of such time); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, thathowever, that if such an inaccuracy in Companyany of Parent's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Company Parent is curable by Company through the Parent and Parent is continuing to exercise of its commercially all reasonable effortsefforts to cure such inaccuracy or breach, then Contributing Party the Company may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).not
Appears in 1 contract
Sources: Merger Agreement (Microtune Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by the mutual written consent of Contributing Party Parent and of the Company;
10.1.2 (b) by Contributing Party either Parent or the Company if the Closing has not occurred taken place on or before 5:00 p.m. (Pacific Time) on September 30, 2020 (the “Expiration Date”), provided that the party seeking to terminate shall not be entitled to terminate pursuant to this Section 8.1(b) if the failure of the consummation was primarily caused by January 31, 2010the failure of Parent (if it is seeking to terminate) or the Company (if it is seeking to terminate) to perform in any material respect with any of the covenants or agreements to be performed by it prior to the Closing;
10.1.3 (c) by Contributing Party either Parent or the Company if: (ai) there is a court of competent jurisdiction or other Governmental Body shall have issued a final nonappealable order and non-appealable Order, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this AgreementMerger; or (ii) there is shall be any statute, rule, regulation or order Law enacted, promulgated or promulgated, issued or deemed applicable to the Agreement after the date of this Agreement Merger by any Governmental Body that would make consummation of the transactions contemplated by this Agreement Merger illegal;
10.1.4 (d) by Company if it is not in material breach of Parent if: (i) any of its representations, warranties, covenants or agreements the representations and warranties of the Company contained in this Agreement and there has been shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a breach date subsequent to the date of this Agreement, such that the condition set forth in Section 6.1 would not be satisfied (treating such time as if it were the Closing for purposes of this Section 8.1(d)); or (ii) any representation, warranty, covenant or agreement of the covenants of the Company contained in this Agreement on shall have been breached such that the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 or Section 3.2 6.2 would not be satisfiedsatisfied (treating such time as if it were the Closing for purposes of this Section 8.1(d)), which breach cannot be cured by the Company by the Expiration Date or, if capable of being cured, shall not have been cured within 10 days after delivery of notice thereof by Parent to the Company or any shorter period of time that remains between the date Parent delivers written notice of such breach and the Expiration Date; provided, that, provided that Parent shall not be entitled to terminate pursuant to this Section 8.1(d) if such inaccuracy or breach was primarily caused by the failure of Parent to perform in such any material respect with respect to any of the covenants or agreements to be performed by it prior to the Closing; or
(e) by the Company if: (i) any of Parent’s representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a material breach date subsequent to the date of this Agreement, such that the condition set forth in Section 7.1 would not be satisfied (treating such time as if it were the Closing for purposes of this Section 8.1(e)); or (ii) if any representation, warranty, covenant or agreement of Parent’s covenants contained in this Agreement on the part of Company shall have been breached such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 7.2 would not be satisfiedsatisfied (treating such time as if it were the Closing for purposes of this Section 8.1(e)), which breach cannot be cured by Parent by the Expiration Date or, if capable of being cured, shall not have been cured within 10 days after delivery of notice thereof by the Company to Parent or any shorter period of time that remains between the date the Company delivers written notice of such breach and the Expiration Date; provided, that, provided that the Company shall not be entitled to terminate pursuant to this Section 8.1(e) if such inaccuracy in Company's representations and warranties or breach was primarily caused by the failure of the Company is curable to perform in any material respect with respect to any of the covenants or agreements to be performed by Company through it prior to the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Closing.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by the mutual written consent of Contributing Party Buyer and of CompanySeller;
10.1.2 (b) by Contributing Party either Buyer or Company Seller, by written notice to the other party, if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: the close of business on the date that is twenty-four (a24) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after months from the date of this Agreement by (subject to extension under Section 6.9 and otherwise to accommodate any Governmental Body cure period specified in Sections 8.1(c) or 8.1(d)) (the “Termination Date”), provided that would make consummation of the failure to consummate the transactions contemplated by this Agreement illegaldid not result from the failure by the party seeking termination of this Agreement to fulfill any material obligation or covenant provided for herein that is required to be fulfilled by it prior to the Closing;
10.1.4 (c) by Company Buyer, by written notice to Seller, if it is not Seller shall have breached or failed to perform in any material breach of respect any of its representations, warranties, covenants or agreements obligations contained in this Agreement and there has been Agreement, which breach or failure to perform (i) would give rise to the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 or Section 3.2 would 7.3 and (ii) cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is has not been cured within 30 thirty (30) days after the date giving of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured)to Seller; or
10.1.5 by Contributing Party if it provided that Buyer is not then in material breach of this Agreement;
(d) by Seller, by written notice to Buyer, if Buyer shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or agreements obligations contained in this Agreement and there has been Agreement, which breach or failure to perform (i) would give rise to the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 would 7.2 and (ii) cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is has not been cured within 30 thirty (30) days after the date giving of written notice from Contributing Party to Buyer; provided that Seller is not then in material breach of such breach this Agreement;
(but no cure period will be required for e) by either Buyer or Seller if any Law or Order becomes effective prohibiting or making illegal the consummation of the transactions contemplated by this Agreement, upon written notification of the non-terminating party by the terminating party; or
(f) by either Buyer or Seller, by written notice to the other party, if the CPUC fails to issue a breach which final non-appealable order approving the transfer of the LLC Interests under the California Act and under decisions of the CPUC relating to the gas storage facilities owned by its nature cannot be curedthe Company within twenty-four (24) months, provided that Buyer and Seller may mutually agree to waive this condition;
(g) by Buyer in accordance with Section 6.9(b);
(h) by Buyer in accordance with Section 2.6(b)(ii); or
(i) by either Buyer or Seller, by written notice to the other party, if Calpine Energy Services, L.P. (or a permitted successor or assign), as successor by merger to CPN Gas Marketing Company, properly exercises the purchase right set forth in Article III of the Development Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Buckeye Partners, L.P.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated terminated:
(a) by mutual consent of Buyer and Sellers;
(b) by Buyer, upon written notice to Sellers at any time prior to the Closing:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company , if the Closing has not occurred by January 31Buyer, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingits reasonable discretion, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not satisfied with the results of its due diligence investigation of Sellers, the Company or of INEA S.R.L. (as described in material Section 2.6).
(c) by Buyer, upon written notice, to Sellers, if there has been a breach by the Company or any Seller of any of its or his respective representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partyherein, or if any such representation or warranty of Contributing Party has shall have become untrue, or in any such case if such that any of the conditions set forth in Section 3.1 or Section 3.2 would Article 10 will not be satisfied; provided, that, if and such inaccuracy in such representations and warranties breach or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is condition has not been cured within 30 ten days after following receipt by the date breaching party of written notice from Company of such breach breach;
(but no cure period will be required for d) by Sellers upon written notice to Buyer if there has been a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach Buyer or Diginet of any of its respective representations, warranties, covenants or agreements contained herein, or any such representation or warranty shall have become untrue, in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such case such that any of the conditions set forth in Section 3.2.1 or Section 3.2.2 would Article 11 will not be satisfied; provided, that, and such breach or condition has not been cured within ten days following receipt by the breaching party of written notice of such breach.
(e) by either Buyer or Sellers if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company the Closing has not occurred (other than through the exercise failure of its commercially reasonable efforts, then Contributing Party may any party seeking to terminate this Agreement to comply fully with its obligations under this Section 10.1.5 only if Agreement) on or before April 30, 2000, or such later date as the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)parties may agree upon.
Appears in 1 contract
Sources: Share Purchase Agreement (Diveo Broadband Networks Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows:
10.1.1 (a) by mutual written consent of Contributing Party Buyer and of the Company;
10.1.2 (b) by Contributing Party Buyer if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the part of the Company or any Principal Shareholder and such breach has not been cured within 10 Business Days after notice to the Company and the Shareholders Representative (provided that neither Buyer nor Merger Sub is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach that by its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, as the case may be, will not be satisfied;
(c) by the Company if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the Closing part of Buyer, Buyer’s Parent or Merger Sub, and such breach has not occurred been cured within 10 Business Days after notice to Buyer (provided, that neither the Company nor any Principal Shareholder is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach that by January 31its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, 2010as the case may be, will not be satisfied;
10.1.3 (d) by Contributing Party either Buyer or the Company if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (ii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body Entity that would make consummation of the transactions contemplated by this Agreement illegalTransactions illegal or that would prohibit Buyer’s or Buyer’s Parent’s ownership or operation of all or any material part of the business of the Company or any Company Subsidiary, or compel Buyer or Buyer’s Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or any Company Subsidiary, or Buyer as a result of the Transactions;
10.1.4 (e) by Company any Party if it is the Closing shall not in material breach of any of its representationshave been consummated by the 90th day after the date hereof, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on provided that the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(e) shall not be available to any Party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before such date; or
(f) by Buyer if the breach is Shareholders Approval shall not cured within 30 days have been obtained by the 30th day after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)hereof.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows:
10.1.1 (a) by mutual written consent of Contributing Party Buyer and of CompanySellers’ Representative;
10.1.2 (b) by Contributing Party Buyer if there has been a material breach of any representation, warranty, covenant, obligation or Company if agreement contained in this Agreement on the Closing part of the Company, any Seller or Sellers’ Representative and such breach has not occurred been cured within 10 Business Days after notice to the Company (provided that Buyer is not in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by January 31its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, 2010as the case may be, will not be satisfied;
10.1.3 (c) by Contributing Party Sellers’ Representative if there has been a material breach of any representation, warranty, covenant, obligation or Company agreement contained in this Agreement on the part of Buyer, and such breach has not been cured within 10 Business Days after notice to Buyer (provided, that neither the Company, any Seller nor Sellers’ Representative is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, as the case may be, will not be satisfied;
(d) by Buyer or Sellers’ Representative if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (ii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement Transactions by any Governmental Body that Entity which would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach Transaction illegal or which would prohibit Buyer’s ownership of any the Interests or operation of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyCompany, or if any representation compel Buyer to dispose of or warranty of Contributing Party has become untrue, hold separate all or in any case if any a material portion of the conditions business or assets of the Company or Buyer as a result of the Transaction; or
(e) by Buyer or Sellers’ Representative (i) if the Closing shall not have occurred by the 60th day after the date hereof and the Closing Condition set forth in Section 3.1 or Section 3.2 would 7.3.1 shall have been satisfied, and (ii) if the Closing shall not be satisfied; providedhave occurred by the 90th day after the date hereof, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1.1(e) shall not be cured); or
10.1.5 by Contributing Party available to (1) Buyer if it is not in its failure to fulfill any material breach of any of its representations, warranties, covenants or agreements contained in obligation under this Agreement and there has been a the cause of, or resulted in, the failure of the Closing to occur on or before such date or (2) to Sellers’ Representative if his or any Seller’s failure to fulfill any material breach obligation under the Agreement has been the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.
Appears in 1 contract
Sources: Share Purchase Agreement (Vse Corp)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transaction abandoned at any time prior to the ClosingClosing Date, provided however that upon any such termination the surviving obligations of the Parties under the Letter of Intent, including the obligations of confidentiality and non-solicitation, shall continue in full force and effect in accordance with the terms of the Letter of Intent:
10.1.1 (a) by mutual written consent of Contributing Party Parent and of CompanyPremier;
10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyPremier or ▇▇▇▇▇ and such breach has not been cured within ten business days after written notice to Premier (provided, that none of Parent, Federal or if any representation or warranty of Contributing Party has become untrue, or Acquisition Sub is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company ) such that the conditions set forth in Section 3.2.1 7.2.1 or Section 3.2.2 would 7.2.2 hereof, as the case may be, will not be satisfied; ;
(c) (i) by Parent, if Premier, its board of directors or ▇▇▇▇▇ shall have (1) withdrawn, modified or amended in any material respect the approval of this Agreement or the transactions contemplated herein, or (2) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval), provided, thatthat none of Parent, if such inaccuracy Federal or Acquisition Sub is and in Company's representations material breach of the terms of this Agreement, and warranties or breach by Company is curable by Company through in that event Premier shall pay to Parent the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this amount specified in Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).6.1;
Appears in 1 contract
Sources: Asset Purchase Agreement (Caci International Inc /De/)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company;
10.1.2 (b) by Contributing Party either Parent or Company the Company, if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is shall be any statute, rule, regulation or order enacted, promulgated or issued Legal Requirement enacted or deemed applicable to the Merger that makes consummation of the Merger illegal, or if any Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the Merger shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement after pursuant to this Section 8.1(b) must have used all reasonable efforts to remove any such Order prior to the Termination Date;
(c) by Parent, if any of the Company's representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement by or shall have become materially inaccurate as of any Governmental Body that would make consummation subsequent date (as if made on such subsequent date), or if any of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, Company's covenants or agreements contained in this Agreement and there has shall have been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or breached in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfiedmaterial respect; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company that Parent may not terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date 8.1(c) on account of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such an inaccuracy in the Company's representations and warranties or on account of a breach of a covenant by the Company if such inaccuracy or breach is curable by the Company through unless the exercise Company fails to cure such inaccuracy or breach within ten (10) days after receiving written notice from Parent of its commercially reasonable effortssuch inaccuracy or breach;
(d) by the Company, then Contributing Party if any of Parent's representations and warranties contained in this Agreement shall have been materially inaccurate as of the Closing Date, or if any of Parent's covenants contained in this Agreement shall have been breached in any material respect; provided, however, that the Company may not terminate this Agreement under this Section 10.1.5 only 8.1(d) on account of an inaccuracy in Parent's representations and warranties or on account of a breach of a covenant by Parent if the such inaccuracy or breach is not cured curable unless Parent fails to cure such inaccuracy or breach within 30 ten (10) days after the date of receiving written notice from Contributing Party the Company of such breach inaccuracy or breach; or
(but no cure period will be required for e) by Parent or the Company, if the Closing has not taken place on or before June 30, 2005 (the "Termination Date") (other than as a breach which by result of any failure on the part of the terminating party to comply with or perform any of its nature cannot be curedcovenant or obligation set forth in this Agreement).
Appears in 1 contract
Sources: Merger Agreement (Titan Corp)
Termination Events. Except as provided in Section 10.2By notice given prior to the Closing, this Agreement may be terminated at any time prior to the Closingas follows:
10.1.1 by (a) By mutual written consent of Contributing ▇▇▇▇▇▇ and the Sellers holding not less than 75% of the Company Units.
(b) By Parent or the Sellers holding not less than 75% of the Company Units:
(i) If any applicable Law makes consummation of the Contemplated Transactions illegal or otherwise prohibited.
(ii) If consummation of the Contemplated Transactions would violate any non-appealable final Order of any court or Government Agency having competent jurisdiction; provided that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to a Party and if such Order was primarily due to the failure of Company;such Party to perform any of its obligations under this Agreement.
10.1.2 by Contributing Party or Company if (iii) If the Closing has not occurred by January 31on or before May 1, 2010;
10.1.3 by Contributing 2024, or such later date as the Parties may agree in writing (the “End Date”), unless the terminating Party is in material breach of this Agreement and such material breach causes, or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingresults in, enjoining or otherwise prohibiting consummation the failure of the transactions Closing to occur by the End Date; provided, that if on May 1, 2024, (A) all of the conditions to the Closing described in Article VII other than the receipt of one or more Required Regulatory Approvals contemplated in Section 7.1(a) and actions that by their nature are to be performed or waived at the Closing have been satisfied or (B) Parent has exercised its right to delay the Closing as provided in Section 1.14, then the “End Date” shall automatically be extended to and shall be deemed to be July 1, 2024.
(c) By Parent if (i) any of the representations and warranties of the Sellers or the Company contained in this Agreement; Agreement fail to be true, correct and complete, or any such representation or warranty shall have become untrue, incorrect or incomplete after the Agreement Date, in either case such that the condition set forth in Section 7.2(a) would not be satisfied or (ii) there is the Sellers or the Company have breached or failed to comply with any statute, rule, regulation of their respective covenants or order enacted, promulgated or issued or deemed applicable obligations under this Agreement to the Agreement after extent required to be performed prior to the date of this Agreement by Closing such that the condition set forth in Section 7.2(b) (other than with respect to covenants to be performed on the Closing Date) would not be satisfied and such failure or breach with respect to any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any such representation, warranty, covenant or agreement contained in obligation cannot be cured or has not been cured by the earlier of 30 days after the giving of written notice to the Company and the Seller Representative of such failure or breach and the End Date; provided, however, that the right to terminate this Agreement on the part of Contributing Party, or pursuant to this Section 8.1(c) shall not be available to Parent if there shall have been an inaccuracy in any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach made by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained Parent in this Agreement and there has been a material breach or Parent shall have failed to perform all of any representation, warranty, covenant its covenants or agreement contained in obligations required to be performed under this Agreement on to the part of Company extent required to be performed prior to the Closing, in either case, such that the conditions set forth in Section 3.2.1 7.3(a) or Section 3.2.2 7.3(b) (other than with respect to covenants to be performed on the Closing Date) would not be satisfied; provided, that, .
(d) By the Sellers holding not less than 75% of the Company Units if such inaccuracy in Company's (i) any of the representations and warranties of Parent contained in this Agreement fail to be true, correct and complete, or any such representation or warranty shall have become untrue, incorrect or incomplete after the Agreement Date, in either case such that the condition set forth in Section 7.3(a) would not be satisfied, (ii) Parent has breached or failed to comply with any of its covenants or obligations under this Agreement to the extent required to be performed prior to the Closing such that the condition set forth in Section 7.3(b) (other than with respect to covenants to be performed on the Closing Date) would not be satisfied and such failure or breach with respect to any such representation, warranty, covenant or obligation cannot be cured or has not been cured by Company is curable by Company through the exercise earlier of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date giving of written notice from Contributing Party to Parent of such failure or breach and the End Date or (but no cure period will be required for iii) within five (5) Business Days after the Company delivers a breach which by its nature cannotice to Parent irrevocably certifying that (A) all conditions to the Closing set forth in Section 7.1 and Section 7.3 have been satisfied or waived and (B) the Company and the Sellers are ready, willing and able to complete the Closing, Parent fails to complete the Closing on the basis that the Debt Financing or any other financing is not available; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be cured)available to the Sellers if there shall have been an inaccuracy in any representation or warranty made by the Sellers or the Company in this Agreement or the Sellers or the Company shall have failed to perform all of their respective covenants or obligations required to be performed under this Agreement to the extent required to be performed prior to the Closing, in either case, such that the conditions set forth in Section 7.2(a) or Section 7.2(b) (other than with respect to covenants to be performed on the Closing Date) would not be satisfied.
Appears in 1 contract
Sources: Merger Agreement (Shenandoah Telecommunications Co/Va/)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by the mutual written consent of Contributing Party the Purchaser and of Companythe Seller;
10.1.2 (b) by Contributing Party either the Purchaser or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company Seller if: (ai) there is a court of competent jurisdiction or other Governmental Body shall have issued a final nonappealable order and non-appealable order, decree or ruling, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this AgreementTransactions; or (ii) there is shall be any statute, rule, regulation or order Legal Requirement enacted, promulgated or promulgated, issued or deemed applicable to any of the Agreement after the date of this Agreement Transactions by any Governmental Body that would make consummation of any of the transactions contemplated by this Agreement Transactions illegal;
10.1.4 (c) by Company if it is not in material breach of the Purchaser if: (i) any of its representations, warranties, covenants or agreements the representations and warranties of the Seller contained in this Agreement and there has been shall be materially inaccurate as of the date of this Agreement, or shall have become materially inaccurate as of a breach date subsequent to the date of this Agreement, such that the condition set forth in Section 5.1(a) would not be satisfied; or (ii) any representation, warranty, covenant or agreement of the covenants of the Seller contained in this Agreement on shall have been materially breached such that the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 or Section 3.2 5.1(a) would not be satisfied; provided, thathowever, that if such an inaccuracy in such any of the representations and warranties of the Seller as of a date subsequent to the date of this Agreement or a breach of a covenant by the Seller is curable by the Seller through the use of reasonable efforts within 30 days after the Purchaser notifies the Seller in writing of the existence of such inaccuracy or breach by Contributing Party is curable through (the exercise of commercially reasonable efforts“Seller Cure Period”), then Company the Purchaser may not terminate this Agreement under this Section 10.1.4 only 6.1(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 reasonable efforts to cure such inaccuracy or breach (it being understood that the Purchaser may not terminate this Agreement pursuant to this Section 6.1(d) with respect to such inaccuracy or breach if the such inaccuracy or breach is not cured within 30 days after prior to the date expiration of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedthe Seller Cure Period); or
10.1.5 (d) by Contributing Party if it is not in material breach of the Seller if: (i) any of its representations, warranties, covenants or agreements the Purchaser’s representations and warranties contained in this Agreement and there has been shall be materially inaccurate as of the date of this Agreement, or shall have become materially inaccurate as of a material breach date subsequent to the date of this Agreement, such that the condition set forth in Section 5.2(a) would not be satisfied; or (ii) if any representation, warranty, covenant or agreement of the Purchaser’s covenants contained in this Agreement on the part of Company shall have been materially breached such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 5.2(a) would not be satisfied; provided, thathowever, that if such an inaccuracy in Company's any of the Purchaser’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Company the Purchaser is curable by Company the Purchaser through the exercise use of its commercially reasonable effortsefforts within 30 days after the Seller notifies the Purchaser in writing of the existence of such inaccuracy or breach (the “Purchaser Cure Period”), then Contributing Party the Seller may not terminate this Agreement under this Section 10.1.5 only 6.1(e) as a result of such inaccuracy or breach prior to the expiration of the Purchaser Cure Period, provided the Purchaser, during the Purchaser Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Seller may not terminate this Agreement pursuant to this Section 6.1(e) with respect to such inaccuracy or breach if the such inaccuracy or breach is not cured within 30 days after prior to the date expiration of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedthe Purchaser Cure Period).
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned:
(a) at any time, by mutual written agreement of the Securityholders’ Representative and Parent; or
(b) by Parent, at any time prior to the Closing:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party , if (i) the Company or Company if the Closing has not occurred by January 31Securityholders’ Representative is in breach, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingany material respect, enjoining or otherwise prohibiting consummation of the transactions contemplated representations, warranties or covenants made by it in this Agreement; or , (ii) there such breach is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable not cured within ten (10) days of written notice of such breach from Parent (to the Agreement after the date of this Agreement by any Governmental Body that extent such breach is curable) and (iii) such breach, if not cured, would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of render the conditions set forth in Section 3.1 6.2 incapable of being satisfied; or
(c) by the Securityholders’ Representative, at any time prior to the Closing, if (i) Parent or Merger Sub is in breach, in any material respect, of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not cured within ten (10) days of written notice of such breach from the Securityholders’ Representative (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 3.2 would 6.1 incapable of being satisfied;
(d) by written notice by either the Securityholders’ Representative or Parent to the other, at any time after February 15, 2021 if the Closing shall not be satisfiedhave occurred on or prior to such date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(d) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Company action or inaction of such breach party (but no cure period will be required for or in the case of the Securityholders’ Representative, the Company) or any of its Affiliates has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach which by its nature cannot be cured)of this Agreement; or
10.1.5 (e) by Contributing Party either Parent or the Securityholders’ Representative if it any Governmental Authority having competent jurisdiction has issued a final, non-appealable Order or taken any other action the effect of which is not in material breach of any of its representationsto permanently restrain, warranties, covenants enjoin or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on otherwise prohibit the part of Company such Contemplated Transactions; provided that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 9.1(e) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Contributing Party action or inaction of such breach party (but no cure period will be required for or in the case of the Securityholders’ Representative, the Company) or any of its Affiliates has been a principal cause of or resulted in such Order or action and such action or inaction constitutes a breach which by its nature cannot be cured)of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Ideanomics, Inc.)
Termination Events. Except as provided in By written notice given prior to or at the Closing, subject to Section 10.29.2, this Agreement may be terminated at any time prior to by the ClosingParty or Parties referenced below as follows:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there by Buyer, if Company or Seller is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach Breach of any representation, warranty, covenant, or agreement of its representations, warranties, covenants or agreements such Party contained in this Agreement and there has been a breach of Agreement, or any such representation or warranty shall have become untrue (unless such Breach results primarily from Buyer breaching any representation, warranty, covenant or agreement contained in this Agreement Agreement), and such Breach has not been waived by Buyer;
(b) by Buyer, if Buyer shall have not received from Company the Company’s Financial Statements on or before January 31, 2008 unless extended by the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any mutual consent of the conditions parties;
(c) by Buyer, if Buyer shall have not received from Seller or the Company the information required to be set forth in Section 3.1 the schedules referred to in the relevant provisions of this Agreement or Section 3.2 would otherwise required to be disclosed or provided to Buyer pursuant to this Agreement, and Buyer has not be satisfied; provided, thatgranted an extension of time to Seller or Company;
(d) by Buyer, if such inaccuracy Buyer shall have completed its legal, accounting, and business due diligence of the Company, and the results thereof are not deemed satisfactory to Buyer in such representations its sole and warranties absolute discretion;
(e) by Buyer, if any condition in Article 7 has not been satisfied as of the End Date, other than the Company’s obligation to provide Financial Statements which must be satisfied on or breach by Contributing Party is curable through before January 31, 2008 unless Buyer grants an extension to Seller or Company, as applicable, (unless the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice failure results primarily from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of Buyer breaching any representation, warranty, covenant covenant, or agreement contained in this Agreement Agreement), and Buyer has not waived such condition on the part of Company or before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).date;
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by the mutual written consent of Contributing Party Buyers and of CompanySellers;
10.1.2 (b) by Contributing Party or Company Buyer if the Closing has not occurred by January 31the close of business on July 1, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining2009, enjoining or otherwise prohibiting consummation of the transactions contemplated by provided, however, that Buyer shall not be permitted to terminate under this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable Section to the Agreement after extent the date failure to close is due to the breach of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalBuyer;
10.1.4 (c) by Company Buyer if it is not Sellers shall have breached or failed to perform in any material breach of respect any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been Agreement, which breach or failure to perform would give rise to the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 or Section 3.2 would not be satisfied7.2; provided, thathowever, if such inaccuracy in such representations that the breaching Party shall first be entitled to five (5) days notice and warranties or breach by Contributing the opportunity to cure and provided furthermore that the Party is curable through the exercise of commercially reasonable efforts, then Company may seeking to so terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); orin breach at such time;
10.1.5 (d) by Contributing Party Sellers if it is not Buyer shall have breached or failed to perform in any material breach of respect any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been Agreement, which breach or failure to perform would give rise to the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied7.3; provided, thathowever, if such inaccuracy in Company's representations that the breaching Party shall first be entitled to five (5) days notice and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing opportunity to cure and provided furthermore that the Party may seeking to so terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)in breach at such time; or
(e) by either Buyers or Sellers if any Law or enforceable rule of any Governmental Body becomes final and effective, prohibiting or making illegal the consummation of the transactions contemplated by this Agreement, upon notification to the non terminating Party by the terminating Party.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated at any time by notice given prior to the Closing, be terminated:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there by the Buyers,
(i) in the event of non-compliance by any Debtor with the requirements set forth in Section 6.1 hereof, except where such non-compliance has not or would not reasonably be expected to have a Material Adverse Effect, provided that if any such non-compliance is a final nonappealable order curable prior to December 31, 2003 by the Sellers through the use of a Governmental Body in effect permanently restrainingcommercially reasonable efforts, enjoining or otherwise prohibiting consummation following written notice of such breach from the transactions contemplated by Buyers for as long as the Sellers shall be using their commercially reasonable best efforts to cure such breach, the Buyers may not terminate this Agreement; or Agreement pursuant to this clause (i),
(ii) in the event the Sellers shall fail to make their pre-merger notification filing with the Federal Trade Commission no later three days following entry of the Confirmation Order,
(iii) if the Bankruptcy Court shall fail to enter (A) the Sale Order in the form required by Section 6.1 on or before November 30, 2003 or, (B) if the Reorganizing Heber Debtors pursue confirmation of the Plan, the Confirmation Order on or before December 15, 2003,
(iv) if there is any statuteshall have been, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after since the date of this Agreement by hereof, any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach change, condition, circumstance or occurrence of any of its representationsevent that, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, individually or in any case the aggregate, has had or would reasonably be expected to have a Material Adverse Effect,
(v) if any of the conditions set forth in Sections 7.1 through and including 7.15 are not satisfied by December 31, 2003 (other than through the failure of the Buyers to comply with their obligations under this Agreement) and the Buyers have not waived such condition, or
(vi) if the Closing Date does not occur on or prior to December 31, 2003;
(b) by the Sellers,
(i) if any of the conditions in Section 3.1 or 8.1 through and including 8.9 becomes incapable of being satisfied by December 31, 2003 (other than through the failure of the Sellers to comply with their obligations under this Agreement) and the Sellers have not waived such condition, or
(ii) if the Buyers fail to make the Deposit as required by Section 3.2 would not be satisfied; provided2.3 of this Agreement, that, if such inaccuracy in such representations and warranties or (a termination pursuant to this clause (b) resulting from a breach by Contributing Party is curable through the exercise Buyers of commercially reasonable efforts, then Company may terminate obligations under this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for being referred to as a breach which by its nature cannot be cured"Buyer Default Termination"); or
10.1.5 (c) by Contributing Party if it is not in material breach mutual consent of any of its representations, warranties, covenants or agreements contained in this Agreement the Buyers and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Sellers (which such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not consent shall be satisfied; provided, that, if signed by each such inaccuracy in Company's representations party hereto and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)effective when signed.
Appears in 1 contract
Sources: Ownership Interest Purchase Agreement (Covanta Energy Corp)
Termination Events. Except as provided in Section 10.2, this (a) This Agreement may be terminated at any time prior to the Closing:
10.1.1 (i) by mutual written consent of Contributing Party the Purchaser and of Companythe Members’ Representative;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable by written notice from the Purchaser to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company Members’ Representative, if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on by the part of Contributing PartyCompany or the Members, or if any such representation or warranty shall become untrue after the date of Contributing Party has become untruethis Agreement, or in any case if any of such that the conditions set forth in Section 3.1 6.1 or Section 3.2 6.2 would not be satisfied; provided, thatsatisfied and such breach is not curable or, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable effortscurable, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 the earlier of (A) ten (10) days after written notice thereof is given by the date of Purchaser to the Members’ Representative, and (B) the Expiration Date;
(iii) by written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party the Members’ Representative to the Purchaser, if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Section 7.1 or Section 7.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Members’ Representative to the Purchaser; and (B) the Expiration Date; or
(iv) by five (5) days’ prior written notice by the Members’ Representative to the Purchaser or the Purchaser to the Members’ Representative, as the case may be, in the event the Closing has not occurred on or prior to January 31, 2021 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach by the party seeking such termination; provided that the parties may mutually agree, in writing, to extend the Expiration Date.
(b) In the event of termination of this Agreement pursuant to this ARTICLE IX, this Agreement shall forthwith become void and there shall be no liability on the part of any party to this Agreement or its partners, officers, directors, managers, stockholders, members or other equity holders, except for obligations under Section 5.6 (Public Announcements), Section 12.2 (Fees and Expenses), Section 12.3 (Waiver; Amendment), Section 12.4 (Entire Agreement), Section 12.5 (Execution of Agreement; Counterparts; Electronic Signatures), Section 12.6 (Governing Law; Exclusive Jurisdiction), Section 12.7 (WAIVER OF JURY TRIAL), Section 12.8 (Assignment and Successors), Section 12.10 (Notices), Section 12.11 (Construction; Usage), Section 12.12 (Enforcement of Agreement), Section 12.13 (Severability), Section 12.16 (Schedules and Exhibits) and this Section 9.1, and the definitions used in each of the foregoing sections, including those set forth in EXHIBIT A hereto, all of which shall survive such termination and the Termination Date. Notwithstanding the foregoing, nothing contained in this Agreement on the part shall relieve any party from liability for any breach of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement.
Appears in 1 contract
Sources: Equity Purchase Agreement (Adial Pharmaceuticals, Inc.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned:
(a) at any time, by mutual written agreement of the Securityholders’ Representative and Parent; or
(b) by Parent, at any time prior to the Closing:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party , if (i) the Company or Company if the Closing has not occurred by January 31Securityholders’ Representative is in breach, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingany material respect, enjoining or otherwise prohibiting consummation of the transactions contemplated representations, warranties or covenants made by it in this Agreement; or , (ii) there such breach is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable not cured within ten (10) days of written notice of such breach from Parent (to the Agreement after the date of this Agreement by any Governmental Body that extent such breach is curable) and (iii) such breach, if not cured, would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of render the conditions set forth in Section 3.1 6.2 incapable of being satisfied; or
(c) by the Securityholders’ Representative, at any time prior to the Closing, if (i) Parent or Merger Sub is in breach, in any material respect, of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not cured within ten (10) days of written notice of such breach from the Securityholders’ Representative (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 3.2 would 6.1 incapable of being satisfied;
(d) by written notice by either the Securityholders’ Representative or Parent to the other, at any time after February 15, 2021 if the Closing shall not be satisfiedhave occurred on or prior to such date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(d) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Company action or inaction of such breach party (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not or in material breach the case of the Securityholders’ Representative, the Company) or any of its representations, warranties, covenants or agreements contained in this Agreement and there Affiliates has been a material principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; or
(e) by either Parent or the Securityholders’ Representative if any representationGovernmental Authority having competent jurisdiction has issued a final, warrantynon-appealable Order or taken any other action the effect of which is to permanently restrain, covenant enjoin or agreement contained in this Agreement on otherwise prohibit the part of Company such Contemplated Transactions; provided that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 9.1(e) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Contributing Party action or inaction of such breach party (but no cure period will be required for or in the case of the Securityholders’ Representative, the Company) or any of its Affiliates has been a principal cause of or resulted in such Order or action and such action or inaction constitutes a breach which by its nature cannot be cured).of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Ideanomics, Inc.)
Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party ▇▇▇▇▇▇ and of Company▇▇▇▇▇;
10.1.2 (b) by Contributing Party Buyer by written notice to Seller if:
(i) Buyer is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or Company if failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the Closing failure of any of the conditions specified in ARTICLE VII and such breach, in accuracy or failure has not occurred been cured by January 31, 2010;Seller within ten (10) days of Seller’s receipt of written notice of such breach from Buyer; or
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is Any of the conditions set forth in Section 7.1 or Section 7.3 shall not have been, or if it becomes apparent that any statutesuch condition will not be, rulefulfilled by February 29, regulation or order enacted2024 (the “Termination Date”), promulgated or issued or deemed applicable unless such failure shall be due to the Agreement after failure of Buyer to perform or comply with any of the date covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; provided, however, that if the only conditions that have not been satisfied or waived as of the Termination Date are the obtaining of any Consents from any Governmental Authority, the Termination Date shall be automatically extended for an additional sixty (60) days;
(c) by Seller by written notice to Buyer if:
(i) Seller is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VII and such breach, in accuracy or failure has not been cured by Buyer within ten (10) days of Buyer’s receipt of written notice of such breach from Seller; or
(ii) Any of the conditions set forth in Section 7.2 or Section 7.3 shall not have been, or if it becomes apparent that any such condition will not be, fulfilled by the Termination Date, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; provided, however, that if the only conditions that have not been satisfied or waived as of the Termination Date are the obtaining of any Consents from any Governmental Body Authority, the Termination Date shall be automatically extended for an additional sixty (60) days; or
(d) by Buyer or Seller in the event that would make (i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal;
10.1.4 illegal or otherwise prohibited or (ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by Company if it is not in material breach of any of its representationsthis Agreement, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has such Governmental Order shall have become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations final and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)non-appealable.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Altus Power, Inc.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by the mutual written consent of Contributing Party Parent and of Purchaser, on the one hand, and the Company, on the other;
10.1.2 (b) by Contributing Party Parent and Purchaser, on the one hand, or Company the Company, on the other, if the Closing has not occurred by January 31taken place on or before 5:00 p.m. (Pacific time) on October 1, 2010;
10.1.3 by Contributing Party or Company if: 2021 (athe “End Date”); provided, however, (i) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable Parent and Purchaser shall not be permitted to the Agreement after the date of terminate this Agreement by any Governmental Body that would make consummation of pursuant to this Section 10.1(b) if (A) the failure to consummate the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it the End Date results from, or is not in caused by, a material breach by Parent and Purchaser of any of its their representations, warranties, covenants or agreements contained in herein or (B) the Company is seeking through a Legal Proceeding to specifically enforce this Agreement in accordance with Section 12.10 while any such Legal Proceeding is still pending and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on (ii) the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would Company shall not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may permitted to terminate this Agreement under pursuant to this Section 10.1.4 only 10.1(b) if (x) the breach failure to consummate the transactions contemplated by this Agreement by the End Date results from, or is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for caused by, a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach by the Company or the Selling Shareholders of any of its their respective representations, warranties, covenants or agreements contained in herein or (y) Parent and Purchaser are seeking through a Legal Proceeding to specifically enforce this Agreement in accordance with Section 12.10 while any such Legal Proceeding is still pending;
(c) by Parent and there has been Purchaser, on the one hand, or the Company, on the other, if a material breach court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order, or shall have taken any representationother action, warrantyhaving the effect of permanently restraining, covenant enjoining or agreement contained in otherwise prohibiting the transactions contemplated by this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or 8.3 and Section 3.2.2 9.3 would not be satisfied; provided, thathowever, a Party shall not be permitted to terminate this Agreement pursuant to this Section 10.1(c) if such inaccuracy Party (i) did not use reasonable best efforts to have such Order vacated prior to its becoming final and nonappealable or (ii) failed to fulfill in Company's any material respect any of its obligations under Section 6.1(a) and Section 6.1(b);
(d) by Parent and Purchaser if: (i) any of the representations and warranties of the Company or the Selling Shareholders contained in this Agreement shall be inaccurate such that any condition set forth in Section 8.1 would not be satisfied; (ii) any of the covenants of the Company contained in this Agreement shall have been breached such that the condition set forth in Section 8.2 would not be satisfied; or (iii) any Material Adverse Effect shall have occurred; provided, however, in the case of clauses “(i)” and “(ii)” only, an inaccuracy in any of the representations and warranties of the Company or the Selling Shareholders as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company through the exercise use of its commercially reasonable effortsbest efforts within fifteen (15th) Business Days after Parent’s or Purchaser’s notification to the Company in writing of the existence of such inaccuracy or breach (the period from such notification until the earlier of the fifteenth (15th) Business Day and the End Date, the “Company Cure Period”), then Contributing Party Parent and Purchaser may not terminate this Agreement under this Section 10.1.5 only 10.1(d) as a result of such inaccuracy or breach prior to the expiration of the applicable Company Cure Period, provided the Company or the Selling Shareholders, as applicable, during the applicable Company Cure Period, continue to exercise reasonable best efforts to cure such inaccuracy or breach (it being understood that Parent and Purchaser may not terminate this Agreement pursuant to this Section 10.1(d) with respect to such inaccuracy or breach if the such inaccuracy or breach is cured prior to the expiration of the applicable Company Cure Period);
(e) by the Company if: (i) any of Parent’s and Purchaser’s representations and warranties contained in this Agreement shall be inaccurate such that the condition set forth in Section 9.1 would not cured within 30 days after be satisfied; or (ii) if any of Parent’s and Purchaser’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 9.2 would not be satisfied; provided, however, if an inaccuracy in any of Parent’s and Purchaser’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Parent and Purchaser is curable by Parent and Purchaser through the use of reasonable best efforts within fifteen (15th) Business Days after the Company’s notification to Parent and Purchaser in writing of the existence of such inaccuracy or breach (the period from such notification until the earlier of the fifteenth (15th) Business Day and the End Date, the “Purchaser Cure Period”), then the Company may not terminate this Agreement under this Section 10.1(e) as a result of such inaccuracy or breach prior to the expiration of the Purchaser Cure Period, provided Parent and Purchaser, during the Purchaser Cure Period, continue to exercise reasonable best efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 10.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Purchaser Cure Period); or
(f) by the Company if: (i) the conditions set forth in Section 8 (other than those conditions that by their nature are to be satisfied by action taken at the Closing, but subject to the satisfaction thereof) have been and continue to be satisfied; (ii) the Company has irrevocably confirmed by written notice from Contributing Party to Parent and Purchaser that the conditions set forth in Section 9 have been satisfied (other than those conditions that by their nature are to be satisfied by action taken at the Closing) or that it is willing to waive any unsatisfied conditions set forth in Section 9; (iii) the transactions contemplated by this Agreement shall not have been consummated within three (3) Business Days after the later of the delivery of such breach notice and the day the Closing is required to occur pursuant to Section 1.9(a); and (but iv) the Company and each Selling Shareholder stands ready, willing and able to consummate the transactions contemplated by this Agreement and the Company and each Selling Shareholder is prepared to take such actions within its control to cause the Closing to occur; provided, however, notwithstanding anything in Section 10.1(b) to the contrary, no cure Party shall be permitted to terminate this Agreement pursuant to Section 10.1(b) during such three Business Day period will be required for a breach which by its nature cannot be cured)following delivery of the notice referred to in clause (ii) above.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows:
10.1.1 (a) by mutual written consent of Contributing Party Buyer and of the Company;
10.1.2 (b) by Contributing Party Buyer if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the part of the Company or any Principal Stockholder and such breach has not been cured within 10 Business Days after notice to the Company and the Stockholders Representative (provided that neither Buyer nor Merger Sub is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach that by its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, as the case may be, will not be satisfied;
(c) by the Company if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the Closing part of Buyer, Buyer’s Parent or Merger Sub, and such breach has not occurred been cured within 10 Business Days after notice to Buyer (provided, that neither the Company nor any Principal Stockholder is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach that by January 31its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, 2010as the case may be, will not be satisfied;
10.1.3 (d) by Contributing Party either Buyer or the Company if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (ii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body Entity that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in Transactions illegal or that would prohibit Buyer’s or Buyer’s Parent’s ownership or operation of all or any material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe business of the Company or any Company Subsidiary, or if compel Buyer or Buyer’s Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or any representation or warranty of Contributing Party has become untrueCompany Subsidiary, or in any case if any Buyer as a result of the conditions set forth in Section 3.1 or Section 3.2 would Transactions; or
(e) by any Party if the Closing shall not be satisfied; providedhave been consummated by the 90th day after the date hereof, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1(e) shall not be cured); or
10.1.5 by Contributing available to any Party if it is not in whose failure to fulfill any material breach of any of its representations, warranties, covenants or agreements contained in obligation under this Agreement and there has been a material breach the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing Date to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party the Sellers and of CompanyPurchaser;
10.1.2 (b) by Contributing Party the Sellers or Company if Purchaser so long as neither the Closing has not occurred by January 31Sellers, 2010;
10.1.3 by Contributing Party on the one hand or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingPurchaser, enjoining or otherwise prohibiting consummation of on the transactions contemplated by this Agreement; or (ii) there is any statuteother, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not then in material breach of any of its representationstheir respective obligations hereunder, warrantiesif
(i) the Closing shall not have occurred on or before September 30, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied2003; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can10.01 shall not be cured)available to the Sellers or Purchaser, as the case may be, if such party's failure to fulfill any obligation under this Agreement has been a cause of or resulted in the failure of the Transactions to occur on or before such date; or
10.1.5 (ii) Sellers fail to receive shareholder approval in accordance with Section 5.13; or
(iii) Sellers approve or recommend to the shareholders of Sunland a bona fide Acquisition of the Assets or the Business to a Person other than the Purchaser solely in accordance with Section 5.12(b).
(c) by Contributing Party if it the Sellers so long as neither Seller is not then in material breach of their respective obligations hereunder, if any of its representationsthe Conditions to Closing set forth in Article VIII shall not have been satisfied and are incapable of being satisfied by September 30, warranties, covenants or agreements contained 2003;
(d) by Purchaser so long as Purchaser is not then in this Agreement and there has been a material breach of its obligations hereunder, if
(i) any representation, warranty, covenant or agreement contained in this Agreement on of the part of Company such that the conditions Conditions to Closing set forth in Article VII shall not have been satisfied and are incapable of being satisfied by September 30, 2003; or
(ii) Sellers approve or recommend to the shareholders of Sunland a bona fide Acquisition of the Assets or the Business to a Person other than the Purchaser solely in accordance with Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured5.12(b).
Appears in 1 contract
Sources: Asset Purchase Agreement (Sunland Entertainment Co Inc)
Termination Events. Except as provided This Agreement may, by written notice given before or at the Closing, be terminated:
(a) by mutual consent of the Purchaser, Company and the Seller;
(b) by the Purchaser (i) if there has been a breach of any of the Seller’s or Company’s covenants or obligations contained in this Agreement, which would result in the failure of the condition set forth in Section 10.26.1(a), and which breach has not been cured within thirty (30) days after the notice of such breach from the Purchaser, or (ii) subject to Section 5.4, if there has been a breach of any of the Seller’s or Company’s representations and warranties contained in this Agreement, which would result in the failure of the condition set forth in Section 6.1(b);
(c) by the Company or the Seller (i) if there has been a breach of any of the Purchaser’s covenants or obligations contained in this Agreement may be terminated at and which breach has not been cured within 30 days after the notice of such breach from any time prior to of the Closing:
10.1.1 by mutual written consent of Contributing Party Seller and of Company;
10.1.2 (d) by Contributing Party either the Purchaser or the Seller or the Company if any Governmental Authority of competent jurisdiction has issued a non-appealable final Judgment or taken any other non-appealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement;
(e) by either party strictly in accordance with the terms of Section 5.4;
(f) by either the Purchaser or the Seller or Company for any reason if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: the date that is ninety (a90) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after days following the date of this Agreement Agreement, unless otherwise mutually agreed in writing by any Governmental Body the parties, or such later date as the parties may agree in writing; provided, however, that would make consummation a party cannot terminate under this provision if the failure of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it Closing to occur is not in material breach the result of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement the failure on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if such party to perform any of its obligations hereunder (except the failure on the part of such party to satisfy a closing condition over which such party has no control); provided, however, that such ninety (90)-day period will be tolled for an additional period to the extent necessary for either party, as applicable, to satisfy the conditions set forth in Section 3.1 6.1(c) or Section 3.2 would not be satisfied; provided6.2(c), that, if such inaccuracy as applicable (except as set forth in such representations Purchaser’s and warranties Parent’s Section 6.2(a) and (c) of their Disclosure Schedule and in circumstances contemplated by Section 6.1(d) or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured6.2(d)); or
10.1.5 (g) by Contributing Party the Purchaser if it is not in material breach the Purchaser’s and Parent’s respective Board of any of its representations, warranties, covenants or agreements contained in Directors fails to approve this Agreement and there has been a material breach of any representationthe transactions contemplated herein by January 31, warranty, covenant or agreement contained in 2017 and the Purchaser’s and Parent’s respective shareholders fail to approve this Agreement on and the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; providedtransactions contemplated herein by June 30, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)2017.
Appears in 1 contract
Sources: Stock Purchase Agreement (Value Exchange International, Inc.)
Termination Events. Except as provided in Section 10.2This Agreement may, by written notice given before or at the Closing, be terminated:
(a) by mutual consent of the Purchaser and the Company;
(b) by the Purchaser or the Company, if the Company shall not have obtained executed stockholder written consents evidencing the Company’s receipt of the Requisite Stockholder Approval within forty-eight (48) hours following the time of the full execution and delivery of the Agreement by the parties hereto;
(c) by the Purchaser, if there shall have occurred any Material Adverse Effect on the Company following the execution and delivery of this Agreement may be terminated at any time and prior to the Closing:receipt of the written consents referenced in Section 7.1(b) that is continuing;
10.1.1 (d) by mutual the Company, if there shall have occurred any Material Adverse Effect on the Purchaser following the execution and delivery of this Agreement and prior to the receipt of the written consent consents referenced in Section 7.1(b) that is continuing;
(e) by the Purchaser, if there has been a breach of Contributing Party any of the Company’s representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.1(a) or Section 6.1(b), and which breach has not been cured or cannot be cured within 30 days after the notice of the breach from the Purchaser;
(f) by the Company, if there has been a breach of any of the Purchaser’s or the Merger Sub’s representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and which breach has not been cured or cannot be cured within 30 days after the notice of breach from the Company;
10.1.2 (g) by Contributing Party either the Purchaser or Company the Company, if any Governmental Authority of competent jurisdiction has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or ;
(iih) there is any statuteby the Purchaser, rule, regulation or order enacted, promulgated or issued or deemed applicable to if the Agreement after Closing has not occurred (other than through the date of this Agreement by any Governmental Body that would make consummation failure of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of Purchaser or the Merger Sub to comply fully with its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement obligations under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement) on or before October 31, 2010; or
10.1.5 (i) by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, thatCompany, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company the Closing has not occurred (other than through the exercise failure of the Company to comply fully with its commercially reasonable efforts, then Contributing Party may terminate this Agreement obligations under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement) on or before October 31, 2010.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingEffective Time:
10.1.1 (a) by mutual written consent of Contributing Party Parent, Merger Sub and of the Company;
10.1.2 (b) by Contributing Party Parent or Company Merger Sub if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company and such breach has not been cured within ten (10) business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Merger Sub is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2(a) or Section 7.2(b) hereof, as the case may be, will not be satisfied;
10.1.5 (c) by Contributing Party the Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Merger Sub and such breach has not been cured within (10) ten business days after written notice to Parent and Merger Sub (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3(a) or Section 7.3(b) hereof, as the case may be, will not be satisfied;
(d) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Merger or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal or which would prohibit Parent’s ownership or operation of all or a material portion of the business or assets of the Company, or compel Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent as a result of the Merger; or
(e) by any party hereto if the Merger shall not have been consummated by May 31, 2004. Where action is taken to terminate this Agreement pursuant to this Section 9.1, such action shall be authorized by the board of directors of the party taking such action.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2(a) Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminated at any time prior to the Closing:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated herein may be abandoned:
(i) by this Agreement; or mutual consent of the parties hereto.
(ii) there is by any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable party by notice to the Agreement other party if the Initial Closing shall not have been consummated within sixty (60) days after the date hereof; provided that if the Initial Closing shall not occur before such date due to the breach of this Agreement by Company or Stockholders, on the one hand, or Buyer, on the other hand, then that party may not terminate this Agreement pursuant to this paragraph clause (ii).
(iii) by Buyer, on the one hand, or Company or Stockholders, on the other hand, if an injunction, restraining order or decree of any nature of any Governmental Body Authority of competent jurisdiction is issued that would make prohibits the consummation of the Purchase and such injunction, restraining order or decree is final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (iii) shall have used its reasonable best efforts to have such injunction, order or decree vacated or denied.
(b) The respective obligations of the parties hereto pursuant to Section 6.5 and this Article 10 shall survive any termination of this Agreement.
(c) In the event either party wishes to terminate this Agreement pursuant to Section 10.2(a)(ii) or 10.2(a)(iii) hereof, written notice thereof (stating the reasons for such termination) shall promptly be given to the other party hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfiedparties hereto; provided, thathowever, if such inaccuracy in such representations and warranties or that nothing herein shall relieve any party from liability for any breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)hereof.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time by written notice given prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Sellers and of CompanyBuyer;
10.1.2 (b) by Contributing Party Sellers or Company Buyer if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereunder shall not have been consummated by this Agreement; or June 30, 2007 (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable unless the failure to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of consummate the transactions contemplated by hereunder is attributable to the breach of any representations or a failure on the part of the Party seeking to terminate this Agreement illegalto perform any obligation required to be performed by such Party or its Affiliates at or prior to the Closing);
10.1.4 (c) by Company if it written notice from Buyer, unless Buyer is not then in material default or breach of this Agreement, following a material breach of any covenant or agreement of its representations, warranties, covenants or agreements Sellers contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty of Contributing Party has Sellers contained in this Agreement shall be or shall have become untrueinaccurate, or in any either case if such that any of the conditions set forth in Section 3.1 or Section 3.2 Sections 8.1 and 8.2 would not be satisfiedsatisfied as of the time of such breach or as of the time such representation or warranty was or shall have become inaccurate; provided, however, that, : (i) if such breach or inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable effortsby Sellers, then Company Buyer may not terminate this Agreement under this Section 10.1.4 only if 11.1(c) with respect to the particular breach is not cured or inaccuracy provided Sellers cures such breach or inaccuracy within 30 thirty (30) days after the date of written notice from Company of such breach from Buyer is received by Sellers; and (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on ii) the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 11.1(c) shall not be available to Buyer if the breach is not cured within 30 days after the date result of any willful act on the part of Buyer designed to impede the consummation of any transaction contemplated hereby; or
(d) by written notice from Contributing Party Sellers, if none of the Company or Sellers is then in material default or breach of this Agreement, following a material breach of any covenant or agreement of Buyer contained in this Agreement, or if any representation or warranty of Buyer contained in this Agreement shall be or shall have become inaccurate, in either case such that any of the conditions set forth in Sections 9.1 and 9.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty was or shall have become inaccurate; provided, however, that: (but no cure period will be required for a i) if such breach which or inaccuracy is curable by its nature canBuyer, then Sellers may not terminate this Agreement under this Section 11.1(d) with respect to the particular breach or inaccuracy provided Buyer cures such breach or inaccuracy within thirty (30) days after written notice of such breach from Sellers is received by Buyer and (ii) the right to terminate this Agreement under this Section 11.1(d) shall not be cured)available to Sellers if the breach is the result of any willful act on the part of the Company or Sellers designed to impede the consummation of any transaction contemplated hereby.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Sellers, on the one hand, and of CompanyBuyer, on the other hand;
10.1.2 (b) by Contributing Party either Sellers or Company if the Closing Buyer, if:
(i) any Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law (that is final and non-appealable and that has not occurred by January 31been vacated, 2010;
10.1.3 by Contributing Party withdrawn or Company if: (aoverturned) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; provided, that the Party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3 in all material respects; or
(ii) the Closing Date shall not have occurred on or prior to the date that is one-hundred eighty (180) days from the date of this Agreement (the “Outside Date”); provided, that no Party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if the failure of the Closing to occur on or before such date is primarily the result of a breach by such Party such that the conditions to closing set forth in Section 7.2(a) or Section 7.2(b) (if the breaching Party is Buyer) or Section 7.3(a) or Section 7.3(b) (if the breaching Party is Seller Parent or any Seller) are not capable of being satisfied;
(c) by Sellers, if: (i) any of the representations and warranties of Buyer in Article V shall fail to be true and correct or (ii) there is any statute, rule, regulation shall be a breach or order enacted, promulgated or issued or deemed applicable failure to the Agreement after the date of this Agreement perform by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach Buyer of any covenant of its representations, warranties, covenants or agreements contained Buyer in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable effortseither case, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for A) in a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company manner such that the conditions set forth in Section 3.2.1 7.3(a) or Section 3.2.2 7.3(b) would not be satisfiedcapable of being satisfied and (B) is not curable or, if curable, is not cured by the day that is five (5) Business Days prior to the Outside Date; provided, thatthat Sellers may not terminate this Agreement pursuant to this Section 9.1(c) if Sellers are in breach of this Agreement in a manner such that the conditions to Closing set forth in Section 7.2(a) or Section 7.2(b), if such inaccuracy in Company's as applicable, would not be capable of being satisfied;
(d) by Buyer, if: (i) any of the representations and warranties of Seller Parent or any of the Sellers in Article IV shall fail to be true and correct or (ii) there shall be a breach or failure to perform by Company Seller Parent or any of the Sellers of any covenant of Seller Parent or any of the Sellers in this Agreement that, in either case, (A) in a manner such that the conditions set forth in Section 7.2(a) or Section 7.2(b) would not be capable of being satisfied and (B) is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Company through Buyer to Sellers and (2) the exercise of its commercially reasonable effortsday that is five (5) Business Days prior to the Outside Date; provided, then Contributing Party that Buyer may not terminate this Agreement under pursuant to this Section 10.1.5 only 9.1(d) if Buyer is in breach of this Agreement in a manner such that the conditions set forth in Section 7.3(a) or Section 7.3(b), as applicable, would not be capable of being satisfied; and
(e) by Sellers, if (i) the conditions set forth in Section 7.1 and Section 7.3 are satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing but each of which are capable of being satisfied at the Closing if the breach is not cured within 30 days Closing were to occur), (ii) Buyer failed to consummate the Closing on the date the Closing was required to have occurred pursuant to Section 2.5(a), (iii) Sellers deliver to Buyer an irrevocable written notice on or after the date that the Closing is required to occur pursuant to Section 2.5(a) that all conditions set forth in Section 7.1 and Section 7.3 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing but which are capable of written notice from Contributing Party being satisfied at the Closing if the Closing were to occur) and each Seller and Seller Parent is ready, willing and able to proceed with Closing in accordance with Section 2.5(a) on such date and each Business Day during the three (3) Business Day-period immediately thereafter and (iv) within three (3) Business Days after Sellers’ delivery of such breach (but no cure period will be required for a breach which by its nature cannot be cured)notice to Buyer, Buyer fails to consummate the Closing.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2If any of the following events (each, this Agreement may be terminated at any time prior to the Closinga “Termination Event”) shall occur:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order the Borrower shall fail (i) to make any payment of a Governmental Body in effect permanently restrainingprincipal, enjoining interest or otherwise prohibiting consummation of Fees hereunder or under any Related Document and the transactions contemplated by this Agreement; same shall remain unremedied for one (1) Business Day or more or (ii) there is to make payment of any statuteother monetary Borrower Obligation when due and payable and the same shall remain unremedied for two (2) Business Days or more following the earlier to occur of an Authorized Officer of the Borrower becoming aware of such breach and the Borrower’s receipt of notice thereof; or
(b) any of the following shall occur:
(i) the Borrower shall fail or neglect to perform, rulekeep or observe any requirement set forth in Sections 5.01(b) or 5.03 of this Agreement;
(ii) the Borrower shall fail or neglect to perform, regulation keep or order enactedobserve any requirement set forth in Section 5.01(c), promulgated 5.02 or issued or deemed applicable to Article VI of this Agreement and the Agreement same shall remain unremedied for two (2) Business Days after the date specified for performance of any such requirement; or
(iii) any Originator or the Servicer shall fail to make payment of any monetary damage under any Related Document and the same shall remain unremedied for two (2) Business Days or more after notice thereof from the Administrative Agent;
(iv) any Originator or the Servicer, as applicable, shall fail or neglect to perform, keep or observe any requirement set forth in Sections 4.01(a)(i), 4.03 or 7.04(b)(i) of the Sale Agreement; or
(v) any Originator or the Servicer, as applicable shall fail or neglect to perform, keep or observe any requirement set forth in Section 4.02(i), Section 7.04(c), 7.04(n) of the Sale Agreement and the same shall remain unremedied for two (2) Business Days after the date specified for performance of any such requirement;
(vi) any Transaction Party shall fail or neglect to perform, keep or observe any other covenant or other provision of this Agreement or the other Related Documents (other than any provision embodied in or covered by any Governmental Body that would make consummation other clause of this Section 8.01) and the same shall remain unremedied for thirty (30) days or more following the earlier to occur of an Authorized Officer of such Transaction Party becoming aware of such breach and the Transaction Party’s receipt of notice thereof; or
(c) the Ultimate Parent, the Servicer, the Parent or any Originator shall (i) default in any payment of principal of or interest on any Debt (excluding any intercompany Debt), beyond the period of grace, if any, provided in the instrument or agreement under which such Debt was created or (ii) default in the observance or performance of any other agreement or condition relating to any such Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Debt (or a trustee or agent on behalf of the transactions contemplated by holder or holders of such Debt) to cause, without the giving of notice if required, or any applicable grace period having expired, provided that the aggregate amount of all such Debt (without duplication of any Debt in respect thereof) which would then become due or payable as described in this Agreement illegal;Section 8.01(c) would equal or exceed $35,000,000; or
10.1.4 by Company if it (d) a case or proceeding shall have been commenced against the Borrower, the Member, any Originator, the Parent, the Servicer, the Ultimate Parent or any Subsidiary (other than any Non-Significant Subsidiary) of any Originator or the Servicer seeking a decree or order in respect of any such Person under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (i) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (ii) ordering the winding up or liquidation of the affairs of any such Person, and, so long as the Borrower is not a debtor in material breach any such case or proceedings, such case or proceeding continues for 60 days unless dismissed or discharged; provided, however, that such 60-day period shall be deemed terminated immediately if (x) a decree or order approving or ordering any of the foregoing is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (d) or (y) any of the events described in Section 8.01(e) shall have occurred; or
(e) the Borrower, the Member, any Originator, the Parent, the Servicer, the Ultimate Parent or any Subsidiary (other than any Non-Significant Subsidiary) of any Originator or the Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of any proceedings under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or similar law or to the filing of any petition thereunder or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate or limited liability company action in furtherance of any of the foregoing; or
(f) the Borrower, the Member, any Originator, the Parent, the Servicer, the Ultimate Parent or any Subsidiary (other than any Non-Significant Subsidiary) of any Originator or the Servicer (i) generally does not pay its representationsdebts as such debts become due or admits in writing its inability to, warrantiesor is generally unable to, covenants pay its debts as such debts become due or agreements (ii) is not Solvent; or
(g) one or more final judgments or decrees shall be entered into against the Member, any Originator, the Parent, the Servicer, the Ultimate Parent or any Subsidiary (other than any Non-Significant Subsidiary) involving in the aggregate a liability (not paid or fully covered by insurance) of $35,000,000 or more to the extent that all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within the time required by the terms of such judgment; or
(h) one or more final judgments or decrees shall be entered into against the Borrower; or
(i) any information contained in this Agreement and there has been a breach of any representation, warranty, covenant Report or agreement contained any Borrowing Request is untrue or incorrect in this Agreement on the part of Contributing Partyany respect other than an Immaterial Misstatement, or if (ii) any representation or warranty of Contributing Party has become untrueany Originator, the Servicer, the Parent or the Borrower herein or in any case if other Related Document or in any written statement, report, financial statement or certificate (other than a Report or any Borrowing Request) made or delivered by or on behalf of such Originator, the Servicer, the Parent or the Borrower to any Secured Party is untrue or incorrect in any material respect as of the conditions set forth in Section 3.1 date when made or Section 3.2 would deemed made (it being understood that such materiality threshold shall not be satisfied; provided, that, if such inaccuracy in such representations and warranties applicable with respect to any clause of any representation or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for warranty which itself contains a breach which by its nature cannot be curedmateriality qualification); or
10.1.5 (j) any Governmental Authority (including the IRS or the PBGC) shall file notice of a Lien with regard to any assets of any Originator, the Parent or any of their respective ERISA Affiliates (other than a Lien (i) limited by Contributing Party if it its terms to assets other than Receivables and (ii) not materially adversely affecting the financial condition of such Originator, the Parent or any such ERISA Affiliate or the ability of the Servicer to perform its duties hereunder or under the Related Documents); or
(k) any Governmental Authority (including the IRS or the PBGC) shall file notice of a Lien with regard to any of the assets of the Borrower; or
(l) the Sale Agreement shall for any reason cease to evidence the transfer to the Borrower of the legal and equitable title to, and ownership of, the Transferred Receivables; or
(m) except as otherwise expressly provided herein, any Collection Account Agreement, the Concentration Account Agreement or the Sale Agreement shall have been modified, amended or terminated without the prior written consent of the Administrative Agent; or
(n) an Event of Servicer Termination shall have occurred; or
(A) the Borrower shall cease to hold valid and properly perfected title to and sole record and beneficial ownership in the Transferred Receivables and the other Borrower Collateral or (B) the Administrative Agent (on behalf of itself and the other Secured Parties) shall cease to hold a first priority, perfected Lien in the Transferred Receivables or any of the Borrower Collateral; or
(p) a Change of Control shall occur; or
(q) the Borrower shall amend its certificate of formation or limited liability company agreement without the prior written consent of the Administrative Agent; or
(r) the Borrower shall have received an Election Notice pursuant to Section 2.01(d) of the Sale Agreement (unless such Election Notice is not delivered in connection with an Originator Disposition); or
(s) (i) the Defaulted Receivables Trigger Ratio shall exceed 8.0%; (ii) the Delinquency Trigger Ratio shall exceed 28.0%; (iii) the Dilution Trigger Ratio shall exceed 2.5%; or (iv) the Turnover Days Ratio shall exceed 95.0 days; or
(t) any material breach provision of any Related Document shall for any reason cease to be valid, binding and enforceable in accordance with its terms (or any Originator or the Borrower shall challenge the enforceability of any Related Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Related Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its representationsterms); or
(u) a Funding Excess exists at any time and the Borrower has not repaid the amount of such Funding Excess within one (1) Business Day in accordance with Section 2.08 hereof;
(v) any Person shall be appointed as an Independent Manager of the Borrower without prior notice thereof having been given to the Administrative Agent in accordance with Section 5.01(h) or without the written acknowledgement by the Administrative Agent that such Person conforms, warrantiesto the satisfaction of the Administrative Agent, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on with the part of Company such that the conditions criteria set forth in the definition herein of “Independent Manager”; or
(i) A Reportable Event shall have occurred; (ii) any Plan that is intended to be qualified under Section 3.2.1 401(a) of the Code shall lose its qualification; (iii) a non-exempt Prohibited Transaction shall have occurred with respect to any Plan; (iv) any Transaction Party or any ERISA Affiliate shall have failed to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan or a required contribution to a Multiemployer Plan, in either case whether or not waived; (v) a determination shall have been made that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 3.2.2 303 of ERISA); (vi) any Transaction Party or any ERISA Affiliate shall have incurred any liability under Title IV of ERISA with respect to the termination of any Single Employer Plan, including but not limited to the imposition of any Lien in favor of the PBGC or any Single Employer Plan; (vii) any Transaction Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan and such Transaction Party or ERISA Affiliate does not have reasonable grounds for contesting such Withdrawal Liability or is not contesting such Withdrawal Liability in a timely and appropriate manner; or (viii) any Transaction Party or any ERISA Affiliate shall have received from the sponsor of a Multiemployer Plan a determination that such Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization, terminated, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA; and in each case in clauses (i) through (viii) above, such event or condition, together with all other such events or conditions if any, would not be satisfiedresult in a Material Adverse Effect. then, and in any such event, the Administrative Agent may, and shall, at the request of the Requisite Lenders, by notice to the Borrower, declare the Commitment Termination Date to have occurred without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, thatthat the Commitment Termination Date shall automatically occur (i) upon the occurrence of any of the Termination Events described in Sections 8.01(d) or (e), in each case without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. In addition, if such inaccuracy any Event of Servicer Termination shall have occurred, then, the Administrative Agent may, and shall, at the request of the Requisite Lenders, by delivery of a Servicer Termination Notice to Buyer and the Servicer, terminate the servicing responsibilities of the Servicer under the Sale Agreement in Company's representations and warranties or breach by Company is curable by Company through accordance with the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)terms thereof.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Cumulus Media Inc)
Termination Events. Except as provided in Section 10.2, This Agreement may be terminated and the transactions contemplated by this Agreement may be terminated abandoned, at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Seller and of CompanyPurchaser;
10.1.2 (b) by Contributing Party either Seller or Company if the Closing Purchaser, if:
(i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not occurred by January 31been vacated, 2010;
10.1.3 by Contributing Party withdrawn or Company if: (aoverturned) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement, provided that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3; or
(ii) the Closing Date shall not have occurred on or prior to the date that is 60 days from the date of this Agreement (the “End Date”), provided that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in material breach of this Agreement; provided, further, that either party may extend the End Date for up to 60 days if all of the other conditions to the Closing are satisfied or capable of being satisfied and the sole reason that the Closing has not occurred is that the condition set forth in Section 7.1(b) has not been satisfied because of the failure to obtain any applicable Antitrust approval;
(c) by Seller, if: (i) any of the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, in either case, (x) would result in the failure of a condition set forth in Section 7.3(a) or Section 7.3(b) and (y) which is any statutenot curable or, ruleif curable, regulation or order enacted, promulgated or issued or deemed applicable is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Seller to Purchaser and (2) the day that is five Business Days prior to the Agreement after the date of End Date, provided that Seller may not terminate this Agreement by any Governmental Body that would make consummation of the transactions contemplated by pursuant to this Agreement illegal;
10.1.4 by Company Section 9.1(c) if it Seller is not in material breach of this Agreement; or
(d) by Purchaser, if: (i) any of its representations, warranties, covenants the representations and warranties of Seller contained in Article IV shall fail to be true and correct or agreements contained (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement and there has been that, in either case, (x) would result in the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 7.2(b) or Section 3.2 would 7.2(c) and (y) which is not be satisfied; provided, thatcurable or, if such inaccuracy in such representations curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Purchaser to Seller and warranties or breach by Contributing Party (2) the day that is curable through five Business Days prior to the exercise of commercially reasonable effortsEnd Date, then Company provided that Purchaser may not terminate this Agreement under pursuant to this Section 10.1.4 only 9.1(d) if the breach Purchaser is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (DHX Media Ltd.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transaction abandoned at any time prior to the ClosingClosing Date, provided however that upon any such termination the surviving obligations of the Parties under the Letter of Intent, including the obligations of confidentiality and non-solicitation, shall continue in full force and effect in accordance with the terms of the Letter of Intent:
10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company;
10.1.2 (b) by Contributing Party or Company Parent if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company or the Stockholders and such breach has not been cured within ten business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Federal is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied;
10.1.5 (c) by Contributing Party Parent, if it is not the Company, its board of directors or the Stockholders shall have (i) withdrawn, modified or amended in any material breach respect the approval of any of its representations, warranties, covenants or agreements contained in this Agreement or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval), and in that event the Company shall pay to Parent the amount pursuant to Section 6.1;
(d) by the Company if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Federal and such breach has not been cured within ten business days after written notice to Parent (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied;
(e) by the Company, if the Company accepts an Acquisition Proposal for any reason, including pursuant to a good-faith determination by its Board of Directors, after consulting with counsel, that not to accept the Acquisition Proposal would constitute a breach of the Directors' fiduciary duty under VC; provided, however, that in that event the Company shall pay to Parent the amount pursuant to Section 6.1;
(f) by the Company, if Parent or Federal or the Board of Directors of either makes any public statement or notifies the Company to the effect that either Parent or Federal does not intend to consummate the stock purchases contemplated by this Agreement substantially as provided in this Agreement, and in that event the Company shall be entitled to the payment provided in Section 6.1, subject to the terms and conditions stated in that section;
(g) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transaction; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent's or Federal's ownership or operation of all or a material portion of the stock or assets of the Company, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent or Federal as a result of the Transaction; or
(h) by any party hereto if the Transaction shall not have been consummated by December 1, 2001, provided that the right to terminate this Agreement under this Section 9.1(g) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before such date.
Appears in 1 contract
Sources: Stock Purchase Agreement (Caci International Inc /De/)
Termination Events. Except as provided in Section 10.2, this This Agreement shall terminate upon the Closing and may be terminated at any time prior to the Closing:
10.1.1 (a) at any time, by mutual written consent agreement of Contributing Party the Company and of Companythe Buyer;
10.1.2 (b) at any time, by Contributing Party either the Company or Company the Buyer by written notice to the other party if the Closing has not occurred a Law enacted, or order issued, by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining Entity of competent jurisdiction which would make the Buyer’s purchase of the Purchased Shares illegal or would otherwise prohibiting prohibit such purchase or would make illegal or would otherwise prohibit the consummation of the transactions contemplated hereby shall be in effect and have become final and non-appealable;
(c) by this Agreement; or (ii) written notice to the Company from the Buyer if there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the Company set forth in this Agreement, such that the conditions set forth specified in Section 3.2.1 or 6.1or Section 3.2.2 6.2 would not be satisfied; providedsatisfied at the Closing, except that, if such inaccuracy in Company's representations and warranties or material breach by Company is curable by the Company through on or prior to the exercise of its commercially End Date, then, as long as the Company continues to use reasonable effortsbest efforts to cure such material breach, then Contributing Party may such termination shall not be effective, and such termination shall become effective only if such breach is not cured on or prior to the End Date; provided, however, that the right to terminate this Agreement under this Section 10.1.5 8.1(c) shall not be available to the Buyer if the Buyer is then in material breach of this Agreement;
(d) by written notice to the Buyer from the Company if there is a material breach of any representation, warranty, covenant or agreement on the part of the Buyer set forth in this Agreement, such that the conditions specified in Section 6.1 or Section 6.3 would not be satisfied at the Closing, except that, if such material breach is curable by the Buyer on or prior to the End Date, then, as long as the Buyer continues to use its reasonable best efforts to cure such material breach, such termination shall not be effective, and such termination shall become effective only if the such breach is not cured within 30 days after on or prior to the date End Date; provided, however, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to the Company if the Company is then in material breach of this Agreement; or
(e) by either the Company or the Buyer, by written notice from Contributing Party to the other party, if the conditions to Closing set forth in Article 6 have not been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing) on or before October 31, 2016 (the Page 41 End Date ) and the party seeking to terminate this Agreement pursuant to this Section 8.1(e) shall not have breached its obligations in any manner that shall have been the primary cause of such breach (but no cure period will be required for a breach which or resulted in the failure to consummate the transactions contemplated by its nature cannot be cured)this Agreement on or before the End Date.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned:
(a) at any time, by mutual written agreement of the Stockholders’ Representative and Parent; or
(b) by Parent, at any time prior to the Closing:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party , if (i) the Company or Company if the Closing has not occurred by January 31Stockholders’ Representative is in breach, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingany material respect, enjoining or otherwise prohibiting consummation of the transactions contemplated representations, warranties or covenants made by it in this Agreement; or , (ii) there such breach is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable not cured within ten (10) days of written notice of such breach from Parent (to the Agreement after the date of this Agreement by any Governmental Body that extent such breach is curable) and (iii) such breach, if not cured, would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of render the conditions set forth in Section 3.1 6.2 incapable of being satisfied; or
(c) by the Stockholders’ Representative, at any time prior to the Closing, if (i) Parent or Merger Sub is in breach, in any material respect, of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not cured within ten (10) days of written notice of such breach from the Stockholders’ Representative (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 3.2 would 6.1 incapable of being satisfied;
(d) by written notice by either the Stockholders’ Representative or Parent to the other, at any time after October 29, 2021 if the Closing shall not be satisfiedhave occurred on or prior to such date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(d) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Company action or inaction of such breach party (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not or in material breach the case of the Stockholders’ Representative, the Company) or any of its representations, warranties, covenants or agreements contained in this Agreement and there Affiliates has been a material principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;
(e) by either Parent or the Stockholders’ Representative if any representationGovernmental Authority having competent jurisdiction has issued a final, warrantynon-appealable Order or taken any other action the effect of which is to permanently restrain, covenant enjoin or agreement contained in this Agreement on otherwise prohibit the part of Company such Contemplated Transactions; provided that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 9.1(e) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Contributing Party action or inaction of such breach party (but no cure period will be required for or in the case of the Stockholders’ Representative, the Company) or any of its Affiliates has been a principal cause of or resulted in such Order or action and such action or inaction constitutes a breach which of this Agreement; or
(f) by its nature cannot be curedthe Parent pursuant to Section 5.15 (Disclosure Schedules).
Appears in 1 contract
Sources: Merger Agreement (Ideanomics, Inc.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by the mutual written consent of Contributing Party Purchaser and of the Company;
10.1.2 (b) by Contributing Party Purchaser if the Closing has not taken place on or before 5:00 p.m. (Eastern Time) on the date that is sixty (60) days after the date of this Agreement (the “End Date”) and any condition set forth in Section 8 has not been satisfied or waived as of the time of termination (in each case, other than as a result of any failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this Agreement);
(c) by the Company if the Closing has not occurred by January 31taken place on or before 5:00 p.m. (Eastern Time) on the End Date and any condition set forth in Section 9 has not been satisfied or waived as of the time of termination (in each case, 2010other than as a result of any failure on the part of the Company to comply with or perform any covenant or obligation set forth in this Agreement);
10.1.3 (d) by Contributing Party Purchaser or the Company if: (ai) there is a court of competent jurisdiction or other Governmental Entity shall have issued a final and nonappealable order Order or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this AgreementShare Purchase; or (ii) there is shall be any statute, rule, regulation or order applicable Legal Requirement enacted, promulgated or promulgated, issued or deemed applicable to the Agreement after the date of this Agreement Share Purchase by any Governmental Body Entity that would make consummation of the transactions contemplated by this Agreement Share Purchase illegal;
10.1.4 (e) by Company Purchaser if it Purchaser is not in material breach of any provision of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if either: (i) any representation or warranty of Contributing Party has become untrueany Seller or the Company contained in this Agreement shall be inaccurate as of the date of this Agreement, or in any case if shall have become inaccurate as of a date subsequent to the date of this Agreement, such that any of the conditions set forth in Section 3.1 8.1 would not be satisfied; (ii) any of the covenants of any Seller or the Company contained in this Agreement shall have been breached such that the condition set forth in Section 3.2 8.2 would not be satisfied; or (iii) any Material Adverse Effect shall have occurred, or any event or other Effect shall have occurred or circumstance or other Effect shall exist that, alone or in combination with any other events, circumstances or other Effects, could reasonably be expected to have or result in a Material Adverse Effect; provided, however, that, in the case of clauses “(i)” and “(ii)” only, if an inaccuracy in any of the representations or warranties of any Seller or the Company as of a date subsequent to the date of this Agreement, or a breach of a covenant by any Seller or the Company, is curable by such Seller or the Company, as applicable, through the use of reasonable efforts within ten (10) days after Purchaser notifies the Company in writing of the existence of such inaccuracy or breach (the “Seller Cure Period”), then, so long as such Seller continues to exercise reasonable efforts during the Seller Cure Period to cure such inaccuracy or breach, Purchaser may not terminate this Agreement under this Section 10.1(e) as a result of such inaccuracy or breach prior to the expiration of the Seller Cure Period (it being understood that Purchaser may not terminate this Agreement pursuant to this Section 10.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Seller Cure Period); or
(f) by the Company if neither the Sellers nor the Company are in breach of any provision of this Agreement and either: (i) any of Purchaser’s representations or warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 9.1 would not be satisfied; or (ii) if any of Purchaser’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 9.2 would not be satisfied; provided, thathowever, that if an inaccuracy in any of Purchaser’s representations or warranties as of a date subsequent to the date of this Agreement, or a breach of a covenant by Purchaser, is curable by Purchaser through the use of reasonable efforts within ten (10) days after the Company notifies Purchaser in writing of the existence of such inaccuracy in such representations and warranties or breach by Contributing Party is curable through (the “Purchaser Cure Period”), then, so long as Purchaser continues to exercise of commercially reasonable effortsefforts during the Purchaser Cure Period to cure such inaccuracy or breach, then the Company may not terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company 10.1(f) as a result of such inaccuracy or breach prior to the expiration of the Purchaser Cure Period (but no cure period will be required for a breach which by its nature canit being understood that the Company may not be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in terminate this Agreement and there has been a material pursuant to this Section 10.1(f) with respect to such inaccuracy or breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through cured prior to the exercise expiration of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedPurchaser Cure Period).
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior terminated:
(i) by either the Company, upon delivery of written notice of termination by the Company to the Closing:
10.1.1 Holder, or the Holder, upon delivery of written notice of termination by mutual written consent of Contributing Party and of a Noteholder to the Company;
10.1.2 by Contributing Party or Company , if the Closing Settlement Date has not occurred by January 31on or before 5:00 p.m., 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order Eastern Time on June 30, 2020 or, in the case of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation review by the U.S. Securities and Exchange Commission of the transactions contemplated by Form S-4 relating to the Exchange Offers, August 7, 2020 (the “End Date”); provided, however, that none of the parties shall be entitled to terminate this Agreement; Agreement pursuant to this Section 11(a)(i) if (1) such party is in material breach of this Agreement as of the End Date or (ii2) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date breach of this Agreement by such party has caused the failure of any Governmental Body that would make consummation condition set forth in Section 10(a) or (in the case of any such breach by the Holder) 10(b) or (in the case of any such breach by the Company) 10(c) as of the transactions contemplated by this Agreement illegalEnd Date;
10.1.4 (ii) by the Company, upon delivery of written notice of termination by the Company to the Holder, if it is not in material breach of (A) the Holder has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and to be complied with by it such that the condition set forth in Section 10(c)(iii) would not be satisfied or (B) there has been exists a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or the Noteholders contained in any case if any Section 4 of this Agreement such that the conditions condition set forth in Section 3.1 or Section 3.2 10(c)(i) would not be satisfied, and, in the case of both clause (A) and clause (B) above, such breach or failure to perform (x) has not been waived by the Company or cured on or before the earlier of two (2) business days after receipt by the Holder of written notice thereof or the End Date or (y) is incapable of being cured by the Holder by the End Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may shall not be entitled to terminate this Agreement under pursuant to this Section 10.1.4 only 11(a)(ii) if the breach Company is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not also in material breach of this Agreement at such time; or
(iii) by the Holder, upon delivery of written notice of termination by the Holder to the Company, if (A) the Company has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company to be complied with by it such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 10(b)(ii) would not be satisfied, or (B) there exists a breach of any representation or warranty of the Company contained in Section 5 of this Agreement such that the condition set forth in Section 10(b)(i) would not be satisfied, and, in the case of each of clauses (A), and clause (B) above, such breach or failure to perform (x) has not been waived by the Holder or cured on or before the earlier of two (2) business days after receipt by the Company of written notice thereof or the End Date or (y) is incapable of being cured by the Company by the End Date; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through that the exercise of its commercially reasonable efforts, then Contributing Party may Holder shall not be entitled to terminate this Agreement under pursuant to this Section 10.1.5 only 11(a)(iii) if the Holder is also in material breach is not cured within 30 days after the date of written notice from Contributing Party of this Agreement at such breach (but no cure period will be required for a breach which by its nature cannot be cured)time.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given at any time prior to the Closing, be terminated:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation by mutual consent of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to Purchaser and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalSeller;
10.1.4 (b) by Company if it the Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Seller’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 7.1(a) or Section 3.2 would 7.1(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach cured by Contributing Party the earlier of (i) the date that is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 thirty (30) days after the date notice of written notice the breach from Company of such breach the Purchaser and (but no cure period will be required for a breach which ii) the End Date;
(c) by its nature cannot be cured); or
10.1.5 by Contributing Party if it the Seller (so long as the Seller is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Purchaser’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 7.2(a) or Section 3.2.2 would 7.2(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach cured by Company the earlier of (i) the date that is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 thirty (30) days after the date notice of written notice breach from Contributing Party the Seller and (ii) the End Date;
(d) by the Purchaser if there has been a Material Adverse Effect;
(e) by either the Purchaser or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of such breach restraining, enjoining or otherwise prohibiting the Proposed Transactions;
(but no cure period will be required for a breach which f) by its nature canthe Purchaser if the Closing has not be cured)occurred on or before the End Date, provided that the Purchaser’s failure to perform in any material respect any of their covenants or agreements contained in this Agreement has not been the cause of or resulted in the failure of the Closing to occur on or before the End Date; or
(g) by the Seller if the Closing has not occurred on or before the End Date, provided that the Seller’s failure to perform in any material respect any of their respective covenants or agreements contained in this Agreement has not been the cause of or resulted in the failure of the Closing to occur on or before the End Date.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party Lessee and of CompanyPurchaser;
10.1.2 (b) by Contributing Party or Company if the Closing has not occurred by January 31Purchaser, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been upon a breach of any representation, warranty, covenant covenant, obligation or agreement contained in this Agreement on the part of Contributing PartyLessee set forth in this Agreement, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 6.2(a) or 6.2(b), as the case may be, are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice of such breach to Lessee;
(c) by Lessee, upon a breach of any representation, warranty, covenant, obligation or agreement on the part of Purchaser, such that the conditions set forth in Section 3.2.2 6.3(a) or 6.3(b) are not satisfied or would not be satisfied; providedincapable of being satisfied within 30 days after the giving of written notice of such breach to Purchaser;
(d) by either Lessee or Purchaser if any court of competent jurisdiction in the United States shall have issued a final and unappealable permanent injunction, thatorder, if such inaccuracy in Company's representations and warranties judgment or breach by Company is curable by Company through other decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the exercise consummation of its commercially reasonable effortsthe transactions contemplated hereby, then Contributing Party may provided that the party seeking to terminate this Agreement under this Section 10.1.5 only clause (d) is not then in material breach of this Agreement and provided, further, that the right to terminate this Agreement under this clause (d) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or ruling;
(e) by either Lessee or Purchaser if the breach is Transaction Agreement shall have been terminated in accordance with its terms; and
(f) automatically if the Transaction has not cured been consummated within 30 days after six months from the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement.
Appears in 1 contract
Sources: Lease Agreement (Jameson Inns Inc)
Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated:
10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company;
10.1.2 (b) by Contributing Party Parent, if the Company shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or failure (i) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 7.1(a) or Section 7.1(b), and (ii) is incapable of being cured or is not cured by the Company within fifteen (15) days following receipt of written notice from Parent of such breach or failure; provided, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to Parent if either Parent or the Merger Sub is then in breach or has failed to perform any their respective representations, warranties, covenants or other agreements hereunder that would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 7.2;
(c) by the Company, if Parent or the Merger Sub shall have materially breached or failed to perform any of their respective representations, warranties, covenants or agreements contained in this Agreement, which breach or failure (i) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 7.2(a) or Section 7.2(b), and (ii) is incapable of being cured or is not cured by Parent or the Merger Sub within fifteen (15) days following receipt of written notice from the Company of such breach or failure; provided, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to the Company if the Company is then in breach or has failed to perform any of its representations, warranties, covenants or other agreements hereunder that would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 7.1;
(d) by Parent, if the Closing has not occurred by January 31on or before the Closing Date Deadline; provided, 2010however, that Parent’s right to terminate this Agreement pursuant to this Section 8.1(d) will not be available if the failure of Parent or the Merger Sub to fulfill any of their respective covenants or obligations under this Agreement caused the failure of the Closing to occur on or before the Closing Date Deadline;
10.1.3 (e) by Contributing Party the Company, if the Closing has not occurred on or before the Closing Date Deadline; provided, however, that the Company’s right to terminate this Agreement pursuant to this Section 8.1(e) will not be available if the failure of the Company to fulfill any of its covenants or obligations under this Agreement caused the failure of the Closing to occur on or before the Closing Date Deadline; and
(f) by Parent or the Company if: (ai) there is shall be a final nonappealable non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this Agreement; or Merger, (ii) there is shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement Closing by any Governmental Body Authority that would make consummation of the transactions contemplated by this Agreement Closing illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if (iii) there shall be any representation pending Proceeding in which any Person is challenging or warranty of Contributing Party has become untrue, seeking to restrain or in any case if any prohibit the consummation of the conditions set forth in Section 3.1 Merger or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Transactions.
Appears in 1 contract
Sources: Merger Agreement (Air Methods Corp)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to upon delivery of written notice of termination delivered in accordance with Section 17 hereof, in accordance with the Closingfollowing provisions:
10.1.1 by (i) with the mutual written consent of Contributing Party the Requisite Holders (as defined in Section 5 hereof) and of Company▇▇▇▇▇▇ ▇. ▇▇▇▇▇ at any time;
10.1.2 (ii) upon the giving of written notice of termination by Contributing Party the Requisite Holders to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ following any material breach by any of the ▇▇▇▇▇ Parties of their representations or Company agreements contained herein, if such breach has continued uncured for five (5) business days after written notice of such breach from the Requisite Holders to Kasowitz, Benson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Kasowitz”), counsel to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇;
(iii) upon the giving of written notice of termination by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to Stroock & Stroock & ▇▇▇▇▇ LLP, counsel for the Holders (“Stroock”), following any material breach by any of the Holders of their representations or agreements contained herein, if such breach has continued uncured for five (5) business days after written notice of such breach from the ▇▇▇▇▇ Parties to Stroock;
(iv) by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if (x) any court of competent jurisdiction shall declare that any of the Holders have materially breached any other agreement to which it was a party by its entry into this Agreement, or (y) any of the Holders shall admit in writing that such Holder has materially breached any other agreement to which it was a party by its entry into this Agreement;
(v) by the Requisite Holders if any court of competent jurisdiction shall declare, or any of the ▇▇▇▇▇ Parties shall admit in writing, that any of the ▇▇▇▇▇ Parties have materially breached any other agreement to which it was a party by its entry into this Agreement;
(vi) by either the Requisite Holders or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if any court of competent jurisdiction shall declare this Agreement to be unenforceable;
(vii) at any time after April 30, 2010 by either the Requisite Holders or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if the Closing Bankruptcy Court has not entered the Confirmation Order with respect to the Amended AHC Plan on or prior to such date notwithstanding commercially reasonable efforts by the Holders to achieve such result;
(viii) at any time after the date that is one-hundred fifty (150) calendar days after the entry of the Confirmation Order with respect to the Amended AHC Plan by either the Requisite Holders or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if the Effective Date with respect to the Amended AHC Plan has not occurred on or prior to such date notwithstanding commercially reasonable efforts by January 31, 2010the Holders to achieve such result;
10.1.3 by Contributing Party or Company if: (aix) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation upon the dismissal of the transactions Debtors’ Chapter 11 cases or the conversion of the Bankruptcy Case from one under Chapter 11 to one under Chapter 7 of the Bankruptcy Code, other than as contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable pursuant to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalAmended AHC Plan;
10.1.4 (x) by Company either the Requisite Holders or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if it the Backstop Agreement is not terminated in material breach of any of accordance with its representations, warranties, covenants or agreements contained in this Agreement and there has been terms due to a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if failure to satisfy any of the conditions set forth in Section 3.1 the Backstop Agreement that are not within the control of the Holders;
(xi) by either the Requisite Holders or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if the breach Backstop Agreement is not cured within 30 days after terminated by the date of written notice from Company of such breach Holders (but no cure period will be required for other than due to a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of failure to satisfy any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 the Backstop Agreement that are not within the control of the Holders); or
(xii) by either the Requisite Holders or Section 3.2.2 would not be satisfied; provided, that, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if such inaccuracy in Company's representations and warranties or breach by Company the Court (1) grants relief that is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate materially inconsistent with this Agreement under this Section 10.1.5 only if or the breach is not cured within 30 days after Amended AHC Plan in any respect or (2) enters an order confirming any plan of reorganization for the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Debtors other than the Amended AHC Plan.
Appears in 1 contract
Sources: Plan Support Agreement (Trump Entertainment Resorts, Inc.)
Termination Events. Except as provided in Section 10.2At any time prior to the Closing, this Agreement may be terminated at any time prior to and the ClosingTransactions abandoned by authorized action taken by the terminating party:
10.1.1 (a) by mutual written consent of Contributing Party by Purchaser and of CompanySeller;
10.1.2 (b) by Contributing Party either Purchaser or Company Seller, if the Closing shall not have occurred on or before February 28, 2020 or such other date that Purchaser and the Seller may agree upon in writing (the “Agreement Termination Date”); provided, however, that the right to terminate this Agreement under this clause (b) of Section 8.1 shall not be available to any party whose breach (or whose Affiliate’s breach) of this Agreement has not occurred by January 31, 2010resulted in the failure of the Closing to occur on or before the Agreement Termination Date;
10.1.3 (c) by Contributing Party either Purchaser or Company if: (a) there is a final nonappealable Seller, if any permanent injunction or other order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting of competent authority preventing the consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalTransactions shall have become final and nonappealable;
10.1.4 (d) by Company Purchaser, if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of Seller shall have breached any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would herein and such breach shall not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not have been cured within 30 thirty (30) days after the date receipt by Seller from Purchaser of written notice from Company of such breach (but provided, however, that no such cure period will shall be required for a available or applicable to any such breach which by its nature cannot be cured)) and if not cured within the timeframe above and at or prior to the Closing, such breach would result in the failure of any of the conditions set forth in Section 5.1 or Section 5.2 to be satisfied; or
10.1.5 (e) by Contributing Party Seller, if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of Purchaser shall have breached any representation, warranty, covenant or agreement contained in this Agreement on the part of Company herein and such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would breach shall not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not have been cured within 30 days after receipt by Purchaser from the date Company of written notice from Contributing Party of such breach (but provided, however, that no such cure period will shall be required for a available or applicable to any such breach which by its nature cannot be cured)) and if not cured within the timeframe above and at or prior to the Closing, such breach would result in the failure of any of the conditions set forth in Section 5.1 or Section 5.3 to be satisfied.
Appears in 1 contract
Termination Events. Except as provided Notwithstanding anything to the contrary in Section 10.2this Agreement, this Agreement may be terminated terminated, and the Contemplated Transactions abandoned, at any time prior to the Closing:
10.1.1 (a) by mutual written consent of Contributing Party and of Companythe Parties;
10.1.2 (b) by Contributing Party ▇▇▇▇▇▇▇▇ HoldCo if HEP shall have breached any of its representations or warranties or failed to perform any of its covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in the failure of a condition set forth in Section 7.1 or Section 7.3 and (ii) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been cured within thirty (30) days following receipt of written notice from ▇▇▇▇▇▇▇▇ HoldCo of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the End Date, provided, that ▇▇▇▇▇▇▇▇ HoldCo shall not have the right to terminate this Agreement pursuant to this Section 8.1(b)(ii)(B) if HEP demonstrates that it is using good faith efforts to cure such breach or failure to perform; provided, however, that ▇▇▇▇▇▇▇▇ HoldCo may not terminate this Agreement pursuant to this Section 8.1(b) if (x) any of ▇▇▇▇▇▇▇▇ HoldCo’s or the Company’s representations and warranties shall have become and continue to be untrue in a manner that would cause the condition specified in Section 7.2(a) not to be satisfied or (y) there has been, and continues to be, a failure by ▇▇▇▇▇▇▇▇ HoldCo or the Company to perform its obligations in such a manner as would cause the condition specified in Section 7.2(b) not to be satisfied;
(c) by HEP if ▇▇▇▇▇▇▇▇ HoldCo or the Company shall have breached any of its representations or warranties or failed to perform any of its covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in the failure of a condition set forth in Section 7.1 or Section 7.2 and (ii) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been cured within thirty (30) days following receipt of written notice from HEP of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the End Date, provided, that HEP shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(ii)(B) if ▇▇▇▇▇▇▇▇ HoldCo demonstrates that it is using good faith efforts to cure such breach or failure to perform; provided, however, that HEP may not terminate this Agreement pursuant to this Section 8.1(c) if (x) any of HEP’s representations and warranties shall have become and continue to be untrue in a manner that would cause the condition specified in Section 7.3(a) not to be satisfied or (y) there has been, and continues to be, a failure by HEP to perform its obligations in such a manner as would cause the condition specified in Section 7.3(b) not to be satisfied;
(d) by either ▇▇▇▇▇▇▇▇ HoldCo or HEP if (i) any of the conditions in Section 7.1 shall have become incapable of fulfillment due to (A) the final and nonappealable entry of any Order preventing or enjoining the Contemplated Transactions or (B) the final and nonappealable entry of any Legal Restraint preventing the Contemplated Transactions, or (ii) the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing (other than through the failure of any Party seeking to terminate this Agreement pursuant to this Section 8.1(d) to comply fully with its obligations under this Agreement) on or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation before the first Business Day of the transactions contemplated by this Agreement; or month following the date that is nine (ii9) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after months following the date of this Agreement by any Governmental Body (such date or such later date as the Parties may agree on or as may be extended pursuant to this Section 8.1(d), the “End Date”); provided that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representationsif, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyEnd Date, or if any representation or warranty of Contributing Party has become untrue, or in any case if any all of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedArticle 7, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that other than the conditions set forth in Section 3.2.1 7.1(a) (to the extent any such Legal Restraint is in respect of, or any such Law is, an Antitrust Law) or Section 3.2.2 7.1(b) and those conditions that by their nature are to be satisfied on the Closing (if such conditions would not be satisfiedsatisfied or validly waived were the Closing to occur at such time), shall have been satisfied or waived, then either ▇▇▇▇▇▇▇▇ HoldCo or HEP may extend the End Date for all purposes hereunder by a period of three (3) months; provided, further that, absent mutual agreement of the parties, the End Date may only be extended twice;
(e) automatically without action by HEP or ▇▇▇▇▇▇▇▇ HoldCo if such inaccuracy in Company's representations and warranties or breach by Company the Business Combination Agreement is curable by Company through the exercise of its commercially reasonable efforts, then Contributing terminated. The Party may desiring to terminate this Agreement under pursuant to this Section 10.1.5 only if the breach is not cured within 30 days after the date of 8.1 (other than pursuant to Section 8.1(a)) shall give written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)termination to the other Party.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior terminated:
(i) by either the Company, upon delivery of written notice of termination by the Company to the Closing:
10.1.1 Noteholders, or the Noteholders, upon delivery of written notice of termination by mutual written consent of Contributing Party and of the Noteholders to the Company;
10.1.2 by Contributing Party or Company , if the Closing has not occurred by January 31on or before 11:59 p.m., 2010;
10.1.3 by Contributing Party or Eastern Time on February 4, 2019 (the “End Date”); provided, however, that (x) the Company if: shall not be entitled to terminate this Agreement pursuant to this Section 11(a)(i) if (a1) there the Company is a final nonappealable order in material breach of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation this Agreement as of the transactions contemplated by this Agreement; End Date or (ii2) there any breach of this Agreement by the Company has caused the failure of any condition set forth in Section 10(a) or 10(b) as of the End Date, and (y) the Noteholders shall not be entitled to terminate this Agreement pursuant to this Section 11(a)(i) if (1) any Noteholder is in material breach of this Agreement as of the End Date or (2) any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date breach of this Agreement by any Governmental Body that would make consummation Noteholder has caused the failure of any condition set forth in Section 10(a) or 10(c) as of the transactions contemplated by this Agreement illegalEnd Date;
10.1.4 (ii) by the Company, upon delivery of written notice of termination by the Company to the Noteholders, if it is not in material breach of (A) any Noteholder has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and to be complied with by it such that the condition set forth in Section 10(c)(v) would not be satisfied or (B) there has been exists a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or any Noteholder contained in any case if any Section 4 of this Agreement such that the conditions condition set forth in Section 3.1 or Section 3.2 10(c)(i) would not be satisfied, and, in the case of both clause (A) and clause (B) above, such breach or failure to perform (x) has not been waived by the Company or cured on or before the earlier of ten (10) days after receipt by the Noteholders of written notice thereof or the End Date or (y) is incapable of being cured by the Noteholders by the End Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may shall not be entitled to terminate this Agreement under pursuant to this Section 10.1.4 only 11(a)(ii) if the breach Company is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not also in material breach of this Agreement at such time; and
(iii) by the Noteholders, upon delivery of written notice of termination by the Noteholders to the Company, if (A) the Company has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company to be complied with by it such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 10(b)(iii) would not be satisfied, or (B) there exists a breach of any representation or warranty of the Company contained in Section 5 of this Agreement such that the condition set forth in Section 10(b)(i) would not be satisfied, and, in the case of each of clauses (A) and clause (B) above, such breach or failure to perform (x) has not been waived by the Noteholders or cured on or before the earlier of ten (10) days after receipt by the Company of written notice thereof or the End Date or (y) is incapable of being cured by the Company by the End Date; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through that the exercise of its commercially reasonable efforts, then Contributing Party may Noteholders shall not be entitled to terminate this Agreement under pursuant to this Section 10.1.5 only 11(a)(iii) if the any Noteholder is also in material breach is not cured within 30 days after the date of written notice from Contributing Party of this Agreement at such breach (but no cure period will be required for a breach which by its nature cannot be cured)time.
Appears in 1 contract
Sources: Note Purchase Agreement (Resolute Forest Products Inc.)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by the mutual written consent of Contributing Party Parent, on the one hand, and of the Company, on the other hand;
10.1.2 (b) by Contributing Party Parent or Company the Company, if the Closing has not occurred by taken place on or before 11:59 p.m. (Dallas, Texas time) on January 316, 20102023 (the “End Date”); provided, however, that in the event that, as of the End Date, each of the conditions (other than the conditions set forth in Section 9.4, Section 9.7 (with respect to any Antitrust Law) or Section 9.8 and Section 10.3, Section 10.4 and Section 10.5 (with respect to any Antitrust Law)) set forth in ARTICLE 9 and ARTICLE 10 have been satisfied, or would be satisfied if the Closing were to occur on such date, the End Date shall automatically be extended once for 90 days, in which case the End Date shall be deemed for all purposes to be the revised date;
10.1.3 (c) by Contributing Party Parent, upon written notice to the Company and RedBird, if (i) any representation or warranty of RedBird or the RedBird Obligors contained in this Agreement shall be inaccurate such that the condition set forth in Section 9.1(f) would not be satisfied, or (ii) any of the covenants of RedBird or the RedBird Obligors contained in this Agreement shall have been breached such that the condition set forth in Section 9.3(b) would not be satisfied; provided, however, that if any inaccuracy or breach is capable of being cured, Parent may not terminate this Agreement under this Section 11.1(c) as a result of such inaccuracy or breach prior to the earlier of (x) expiration of 20 Business Days after Parent notifies RedBird in writing of the existence of such inaccuracy or breach and (y) at least five Business Days prior to the End Date (the “RedBird Cure Period”) (it being understood that Parent may not terminate this Agreement pursuant to this Section 11.1(c) with respect to such inaccuracy or breach if such inaccuracy or breach is cured (to the extent curable) prior to the expiration of the RedBird Cure Period); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 11.1(c) if Parent is then in material breach of any of its obligations hereunder;
(d) by Parent or the Company, if (i) a court of competent jurisdiction or other Governmental Authority in the jurisdictions set forth on Schedule 9.7 of the Company if: (a) there is Disclosure Schedule shall have issued a final and nonappealable order Order, or shall have taken any other action, in each case, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; Merger, or (ii) there is shall be any statute, rule, regulation or order applicable Law in the jurisdictions set forth on Schedule 9.7 of the Company Disclosure Schedule enacted, promulgated or promulgated, issued or deemed applicable to the Agreement after the date of this Agreement Merger by any Governmental Body Authority in the jurisdictions set forth on Schedule 9.7 of the Company Disclosure Schedule that would make consummation of the transactions contemplated by this Agreement Merger illegal;
10.1.4 (e) by Parent, upon written notice to the Company, if (i) any representation or warranty of the Company contained in this Agreement shall be inaccurate such that the condition set forth in Section 9.1 would not be satisfied, or (ii) any of the covenants of the Company contained in this Agreement shall have been breached such that the condition set forth in Section 9.2 would not be satisfied; provided, however, that if any inaccuracy or breach is capable of being cured, Parent may not terminate this Agreement under this Section 11.1(e) as a result of such inaccuracy or breach prior to the earlier of (x) expiration of 20 Business Days after Parent notifies the Company in writing of the existence of such inaccuracy or breach and (y) at least five Business Days prior to the End Date (the “Company Cure Period”) (it being understood that Parent may not terminate this Agreement pursuant to this Section 11.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured (to the extent curable) prior to the expiration of the Company Cure Period); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 11.1(e) if Parent is then in material breach of any of its representationsobligations hereunder;
(f) by Parent, warrantiesupon written notice to the Company and Ardent Leisure, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if (i) any representation or warranty of Contributing Party has become untrue, or Ardent Leisure contained in any case if any of this Agreement shall be inaccurate such that the conditions condition set forth in Section 3.1 or Section 3.2 9.1(e) would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of ii) any of its representations, warranties, the covenants or agreements of Ardent Leisure contained in this Agreement and there has shall have been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company breached such that the conditions set forth in Section 3.2.1 or Section 3.2.2 9.3(a) would not be satisfied; provided, thathowever, that if such any inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise capable of its commercially reasonable effortsbeing cured, then Contributing Party Parent may not terminate this Agreement under this Section 10.1.5 only 11.1(f) as a result of such inaccuracy or breach prior to the earlier of (x) expiration of 20 Business Days after Parent notifies Ardent Leisure in writing of the existence of such inaccuracy or breach and (y) at least five Business Days prior to the End Date (the “Ardent Leisure Cure Period”) (it being understood that Parent may not terminate this Agreement pursuant to this Section 11.1(f) with respect to such inaccuracy or breach if such inaccuracy or breach is cured (to the extent curable) prior to the expiration of the Ardent Leisure Cure Period); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 11.1(f) if Parent is then in material breach of any of its obligations hereunder;
(g) by the Company, upon written notice to Parent, if (i) any of Parent’s representations and warranties contained in this Agreement shall be inaccurate such that the condition set forth in Section 10.1 would not be satisfied, or (ii) if any of Parent’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 10.2 would not be satisfied; provided, however, that if any inaccuracy or breach is capable of being cured, the Company may not terminate this Agreement under this Section 11.1(g) as a result of such inaccuracy or breach prior to the earlier of (x) expiration of 20 Business Days after the Company notifies Parent in writing of the existence of such inaccuracy or breach (y) at least five Business Days prior to the End Date (the “Parent Cure Period”) (it being understood that the Company may not terminate this Agreement pursuant to this Section 11.1(g) with respect to such inaccuracy or breach if such inaccuracy or breach is cured (to the extent curable) prior to the expiration of the Parent Cure Period); provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 11.1(g) if the Company, Ardent Leisure or RedBird is then in material breach of any of its obligations hereunder;
(h) by Parent upon written notice to the Company and the Major Company Stockholders, prior to the Australian Approval and prior to the Termination Period Date, after the Ardent Leisure Board shall have made a Change in Recommendation;
(i) by Ardent Leisure, upon written notice to Parent, the Company and RedBird, prior to the Australian Approval, after the Ardent Leisure Board shall have made a Change in Recommendation in accordance with Section 8.1(e);
(j) Ardent Leisure, upon written notice to Parent, the Company and RedBird, prior to the Australian Approval and after complying with the procedures set forth in Section 8.1(c) in the event the Ardent Leisure Board shall have made a Change in Recommendation under Section 8.1(c), in order to accept and enter into a binding definitive agreement to consummate such Superior Proposal; provided, that as a condition thereto (i) substantially concurrently with such termination, Ardent Leisure shall enter into a binding definitive agreement to consummate a Superior Proposal, and (ii) prior or substantially concurrently with such termination Ardent Leisure and the RedBird Obligors pay, or cause to be paid, the Company Termination Payment or the RedBird Termination Payment, as applicable, in accordance with Section 11.4;
(k) by Parent, the Company, Ardent Leisure or RedBird, upon written notice to the other parties hereto, if the Extraordinary General Meeting is convened and a vote to obtain the Australian Approval is taken, and the Australian Approval is not cured obtained at the Extraordinary General Meeting or any adjournment or postponement thereof; and
(l) by the Company, upon written notice to Parent, if (i) all of the conditions in ARTICLE 9 have been satisfied or waived (other than those that by their terms or nature are to be satisfied at the Closing, each of which at the time that notice of termination is delivered, is capable of being satisfied assuming a Closing would occur at the time that such notice of termination is delivered), (ii) Parent does not effect the Closing within 30 days after two Business Days following the date of which Closing was supposed to occur and after the Company has irrevocably certified in a written notice from Contributing Party to Parent that all conditions set forth in ARTICLE 9 have been satisfied or waived (other than those conditions that by their terms or nature are to be satisfied at Closing, each of which at the time that notice of termination is delivered, is capable of being satisfied assuming a Closing would occur at the time that such notice of termination is delivered) and the Company is ready, willing, and able to, and will, consummate the Transactions, including the Merger and (iii) Parent fails to consummate the Transactions, including the Merger, within two Business Days following the delivery of such breach (but no cure period will be required for a breach which by its nature cannotice; provided, that the right to terminate this Agreement under this Section 11.1(l) shall not be cured)available to the Company in the event Parent has notified the Company that Parent shall cause the Closing to occur on or prior to the expiration of such two-Business Day period, and Parent fulfills its obligations hereunder to cause the Closing to occur within such period.
Appears in 1 contract
Sources: Merger Agreement (Dave & Buster's Entertainment, Inc.)
Termination Events. Except as provided Anything contained in Section 10.2this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time prior to the ClosingClosing Date:
10.1.1 (a) by mutual written consent of Contributing Party the Parent and of Companythe Purchaser;
10.1.2 (b) by Contributing Party either the Parent or Company the Purchaser, by giving written notice of such termination to the other, if a Governmental Entity of competent jurisdiction shall have enacted, enforced or entered any Law or a final and non-appealable Order shall be in effect that prohibits the consummation of the Closing; provided, that the party hereto seeking to terminate this Agreement shall have used reasonable best efforts to have any such Law declared invalid or inapplicable or Order vacated;
(c) by either the Parent or the Purchaser, by giving written notice of such termination to the other, if the Closing has shall not have occurred prior to the earlier to occur of (i) April 30, 2014 and (ii) the date that is sixty (60) days after entry of the Sale Order; provided, that the date on which this Agreement may be terminated pursuant to clause (ii) of this Section 7.1(c) shall be extended for an additional sixty (60) days if as of such date all conditions to the Closing set forth in Article VI shall have been satisfied or waived or shall be capable of being satisfied at the Closing (but subject to the satisfaction or waiver at or prior to the Closing of all such conditions), except for Section 6.1(b) or, solely in respect of the HSR Act, Section 6.1(c); provided, further, that a party may not terminate pursuant to this Section 7.1(c) if the failure of the Closing to occur prior to such date results from the failure of the party hereto seeking to terminate this Agreement to materially perform any of its obligations under this Agreement required to be performed by January 31, 2010it at or prior to the Closing;
10.1.3 (d) by Contributing Party the Purchaser in the event of (i) any breach by the Sellers of any of their covenants, representations or Company if: warranties contained in this Agreement, which breach would (aif occurring or continuing as of the Closing) there is a final nonappealable order give rise to the failure of a Governmental Body condition to the Closing set forth in effect permanently restrainingSection 6.3, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to material breach by the Agreement after the date of this Agreement by any Governmental Body that would make consummation Sellers of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it Sale Order, and in either case, the failure of the Sellers to cure such breach within fourteen (14) days after receipt of the Purchaser Termination Notice; provided, that (A) the Purchaser is not itself in material breach of any of its representationscovenants, warranties, covenants representations or agreements warranties contained in this Agreement or the provisions of the Sale Order, (B) the Purchaser notifies the Sellers in writing (the “Purchaser Termination Notice”) of its intention to exercise its rights under this Agreement as a result of the breach and there has been a breach of any representation(C) the Purchaser specifies in such Purchaser Termination Notice the covenant, warranty, covenant representation or agreement warranty contained in this Agreement on or the part provision of Contributing Party, or if the Sale Order of which the Sellers are allegedly in breach;
(e) by the Parent in the event of (i) any representation or warranty breach by the Purchaser of Contributing Party has become untrue, or in any case if any of its covenants, representations or warranties contained in this Agreement, which breach would (if occurring or continuing as of the conditions Closing) give rise to the failure of a condition to the Closing set forth in Section 3.1 6.2, or Section 3.2 would not be satisfied(ii) any material breach by the Purchaser of the Sale Order, and in either case, the failure of the Purchaser to cure such breach within fourteen (14) days after receipt of the Seller Termination Notice; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that (A) the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is Sellers are not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not themselves in material breach of any of its representationstheir covenants, warranties, covenants representations or agreements warranties contained in this Agreement or the provisions of the Sale Order, (B) the Parent notifies the Purchaser in writing (the “Seller Termination Notice”) of its intention to exercise its rights under this Agreement as a result of the breach and there has been a material breach of any representation(C) the Parent specifies in such Seller Termination Notice the covenant, warranty, covenant representation or agreement warranty contained in this Agreement on or the part provision of Company the Sale Order of which the Purchaser is allegedly in breach;
(f) intentionally omitted;
(g) intentionally omitted; or
(h) by the Parent, by giving written notice of such that termination to the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, thatPurchaser, if a Sponsor has withdrawn or terminated the Commitment Letter and the Purchaser has not entered into a commitment letter with respect to replacement Financing in accordance with Section 5.18(b) within ten (10) Business Days following such inaccuracy in Company's representations and warranties withdrawal or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)termination.
Appears in 1 contract
Sources: Acquisition Agreement (Savient Pharmaceuticals Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at terminate upon the occurrence of any time prior to of the Closing:following events (each a “Termination Event”):
10.1.1 by (i) the mutual written consent of Contributing Party the Company and of Companya Majority in Interest;
10.1.2 (ii) the Confirmation Order shall not have been entered by Contributing Party the Bankruptcy Court on or Company if the Closing has not occurred by January 31before November 15, 20102003;
10.1.3 by Contributing Party (iii) the Effective Date shall not have occurred on or Company if: before December 15, 2003;
(iv) a trustee, responsible officer, or an examiner with powers beyond the duty to investigate and report, as set forth in subclauses (3) and (4) of clause (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation Section 1106 of the transactions contemplated by Bankruptcy Code shall have been appointed under Section 1104 or 105 of the Bankruptcy Code for service in the Chapter 11 Cases;
(v) the Chapter 11 Cases shall have been converted to cases under Chapter 7 of the Bankruptcy Code;
(vi) the Company shall have breached any material provision of this Agreement and (A) a Majority in Interest shall have provided written notice to the Company that (1) the Company has breached a material provision of this Agreement and (2) sets forth the provisions of this Agreement that have been breached; provided that the Company hereby agrees to waive the requirement (if any) that the Automatic Stay be lifted in connection with giving such notice (and not to object to any Purchaser seeking to lift the Automatic Stay in connection with giving such notice, if necessary), and (B) a ten (10) day cure period with respect to such breach shall have occurred and such breach shall remain uncured;
(vii) the failure or nonoccurrence of any condition set forth in Section 3;
(viii) the Plan is modified to provide for any terms that are materially adverse to the Purchasers or are materially inconsistent with the terms and provisions of the Plan or this Agreement; or
(ix) the Company (i) submits an additional or further amended plan of reorganization or liquidation that is materially adverse to the Purchasers or is materially inconsistent with the terms and provisions of the Plan or this Agreement or (ii) there is any statute, rule, regulation moves to withdraw or order enacted, promulgated or issued or deemed applicable to withdraws the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Plan.
Appears in 1 contract
Sources: Stock Purchase Agreement (Magellan Health Services Inc)
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the ClosingClosing only as follows:
10.1.1 (a) by mutual written consent of Contributing Party Seller and of Company▇▇▇▇▇▇▇▇▇;
10.1.2 (b) by Contributing either Purchaser or Seller if a (i) final, nonappealable Order permanently enjoining, restraining or otherwise prohibiting the Contemplated Transactions has been issued by a Governmental Authority of competent jurisdiction (it being agreed that, subject to Section 6.2, the Parties shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable best efforts)), or (ii) any Law makes consummation of the Contemplated Transactions illegal or otherwise prohibited; provided, that the right to terminate this Agreement pursuant to subclause (i) of this Section 10.1(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement shall have been a material cause of, or resulted in, the occurrence of such Order;
(c) by Purchaser, if there has been a breach or failure to perform by Seller or the Company of any covenant, agreement, representation or warranty contained in this Agreement, or any representation or warranty of Seller or the Company shall have become inaccurate after the date hereof, which breach, inaccuracy or failure to perform would result in the failure to satisfy one or more of the conditions set forth in Section 7.1 or Section 7.2, and (i) such breach has not been waived by Purchaser in writing, (ii) Purchaser has provided written notice to Seller of such breach, and (iii) such breach has not been cured within the earlier of (A) fifteen (15) calendar days after Seller’s receipt of such written notice from Purchaser, and (B) the Outside Date; provided, that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 10.1(c) if Purchaser is then in violation or breach of any of its covenants, obligations, representations or warranties set forth in this Agreement in a manner that would give rise to a failure of any condition set forth in Section 7.1 or Section 7.3, as applicable, to be satisfied;
(d) by Seller, if there has been a breach or failure to perform by Purchaser of any covenant, agreement, representation or warranty contained in this Agreement, or any representation or warranty of Purchaser shall have become inaccurate after the date hereof, which breach, inaccuracy or failure to perform would result in the failure to satisfy one or more of the conditions set forth in Section 7.1 or Section 7.3, and (i) such breach has not been waived by Seller in writing, (ii) Seller has provided written notice to Purchaser of such breach, and (iii) such breach has not been cured within the earlier of (A) fifteen (15) calendar days after Purchaser’s receipt of such written notice from Seller, and (B) the Outside Date; provided, that Seller shall not have the right to terminate this Agreement pursuant to this Section 10.1(d) if Seller is then in violation or breach of any of its covenants, obligations, representations or warranties set forth in this Agreement in a manner that would give rise to a failure of any condition set forth in Section 7.1 or Section 7.2, as applicable, to be satisfied; or
(e) by either Seller or Purchaser upon written notice to the other Party if the Closing has not occurred been consummated by January 31, 2010;
10.1.3 by Contributing Party or Company if: 5:00 p.m. (aEastern Time) there on the date that is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or one hundred twenty (ii120) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement days after the date of this Agreement by any Governmental Body (the “Outside Date”); provided, however, that would make consummation of the transactions contemplated by neither Seller nor Purchaser shall be entitled to terminate this Agreement illegal;
10.1.4 by Company pursuant to this Section 10.1(e) if it such Party is not in material breach of any of its representations, warranties, obligations or covenants or agreements contained in under this Agreement and there such breach has been a breach resulted in the failure of any representationthe Closing to occur prior to the Outside Date; provided, warrantyfurther, covenant or agreement contained in this Agreement on the part of Contributing Party, or that if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 7.1(c) have not been satisfied or Section 3.2 would not be satisfied; providedwaived (if permitted under applicable Law) on or prior to such date, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or
10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the all other conditions set forth in Section 3.2.1 Article VII have been satisfied or Section 3.2.2 would not waived (except for those conditions that by their nature are to be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through satisfied at the exercise of its commercially reasonable effortsClosing), then Contributing the Outside Date may be extended by written notice from the Party may terminate this Agreement under this Section 10.1.5 only if the breach is desiring to extend to all other Parties hereto to a date not cured within 30 to be beyond sixty (60) days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Outside Date.
Appears in 1 contract
Sources: Securities Purchase Agreement (Applied Industrial Technologies Inc)
Termination Events. Except as provided This Agreement may, by notice given on or before the Closing Date, in Section 10.2the manner hereinafter provided, this Agreement be terminated and the transactions contemplated herein may be terminated at any time prior to the Closingabandoned:
10.1.1 by mutual written consent of Contributing Party and of Company;
10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;
10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of By the transactions contemplated by this Agreement; or Buyer if (iii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it Buyer is not in material breach of its representations, warranties or covenants under this Agreement and (ii) there has been a breach by Seller of any of its representations, warranties, warranties or covenants or agreements contained in under this Agreement and there that has been a breach of any representation, warranty, covenant or agreement contained in this Agreement Material Adverse Effect on the part of Contributing Party, Steorra Product or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the Purchased Assets such that the conditions set forth in Section 3.1 or Section 3.2 would 6.1 and 6.2 hereof will not be satisfied; provided, thathowever, that if such inaccuracy in such representations and warranties or a breach by Contributing Party is curable by Seller through its reasonable best efforts and such cure is reasonably likely to be accomplished prior to the Termination Date, then, for so long as Seller continues to exercise of commercially such reasonable best efforts, then Company Buyer may not terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured10.1(a); or
10.1.5 by Contributing Party (b) By Seller if it (i) Seller is not in material breach of any of its representations, warranties, warranties or covenants or agreements contained in under this Agreement and (ii) there has been a material breach by the Buyer of any representationof its representations, warranty, covenant warranties or agreement contained in covenants under this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would 7.1 and 7.2 hereof will not be satisfied; provided, thathowever, that if such inaccuracy in Company's representations and warranties or a breach by Company is curable by Company Buyer through its reasonable best efforts and such cure is reasonably likely to be accomplished prior to the Termination Date, then, for so long as Buyer continues to exercise of its commercially such reasonable best efforts, then Contributing Party Seller may not terminate this Agreement under this Section 10.1.5 only 10.1(b); or
(c) By Buyer if the breach is requisite number of Shareholders as required by law do not cured within 30 days approve this Agreement and the Transaction at the Shareholder Meeting; or
(d) By mutual written consent of the Buyer and the Seller; or
(e) By Buyer on or after the Termination Date or such later date as may be established pursuant to Section 2.4, if any of written notice from Contributing Party the conditions provided for in Section 6 of this Agreement have not been satisfied or waived in writing by the Buyer prior to such breach date; or
(but no cure period will f) By Seller on or after the Termination Date or such later date as may be required established pursuant to Section 2.4, if any of the conditions provided for a breach which in Section 7 of this Agreement have not been satisfied or waived in writing by its nature cannot be cured)the Seller prior to such date.
Appears in 1 contract
Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:
10.1.1 (a) by mutual Parent if any of the Company's representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any of the Company's covenants contained in this Agreement shall have been breached in any material respect, in either case such that the condition set forth in either Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate; provided, however, that Parent may not terminate this Agreement under this Section 8.1(a) on account of an inaccuracy in the Company's representations and warranties that is curable by the Company or on account of a breach of a covenant by the Company that is curable by the Company unless the Company fails to cure such inaccuracy or breach within 30 days after receiving written consent notice from Parent of Contributing Party and of Companysuch inaccuracy or breach;
10.1.2 (b) by Contributing Party the Company if any of Parent's representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date), or if any of Parent's covenants contained in this Agreement shall have been breached in any material respect, in either case such that the condition set forth in either Section 7.1 or Section 7.2, as the case may be, would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate; provided, however, that the Company may not terminate this Agreement under this Section 8.1(b) on account of an inaccuracy in Parent's representations and warranties that is curable by Parent or on account of a breach of a covenant by Parent that is curable by Parent unless Parent fails to cure such inaccuracy or breach within 30 days after receiving written notice from the Company of such inaccuracy or breach;
(c) by Parent if the Closing has not taken place on or before July 31, 1999 (other than as a result of any failure on the part of Parent or Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement or in any other agreement or instrument delivered to the Company);
(d) by the Company if the Closing has not occurred by January taken place on or before July 31, 20101999 (other than as a result of the failure on the part of the Company to comply with or perform any covenant or obligation of the Company set forth in this Agreement or in any other agreement or instrument delivered to Parent);
10.1.3 (e) by Contributing Party either Parent or the Company if: (a) there is if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order order, decree or ruling, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;
10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Merger; or
10.1.5 (f) by Contributing Party if it is not in material breach the mutual written consent of any of its representations, warranties, covenants or agreements contained in this Agreement Parent and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).
Appears in 1 contract
Sources: Merger Agreement (Ebay Inc)