by Buyer if. (A) any condition to the obligations of Buyer hereunder becomes incapable of fulfillment other than as a result of a breach by Buyer of any covenant or agreement contained in this Asset Purchase Agreement, and such condition is not waived by Buyer; or
(B) there has been a material breach by Seller of any representation, warranty, covenant or agreement contained in this Asset Purchase Agreement, and such breach shall not have been cured within ten (10) Business Days after receipt by Seller of written notice of such breach; or
by Buyer if. (A) the Sellers shall have breached or failed to perform any of their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (x) would result in a failure of a condition set forth in Section 7.1 to be satisfied and (ii) cannot be cured by the End Date, provided that Buyer shall have given the Sellers written notice, delivered at least ten (10) days prior to such termination, stating Buyer’s intention to terminate this Agreement pursuant to this Section 7.4(a)(v) and the basis for such termination, provided, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 7.4(a)(v) if it is then in material breach of any representations, warranties, covenants or other agreements hereunder; or
(B) if the Sellers have failed to consummate the Share Transfer on or prior to the End Date and all of the conditions in Section 7.2 have been satisfied as of the time of the termination (other than those that are satisfied by action taken on the Closing).
by Buyer if. (i) Either Buyer's or OSI's Board of Directors declines to approve this Agreement and the transaction contemplated hereby, or
(ii) Buyer determines, in its sole discretion, that the transaction contemplated hereby has become inadvisable or impractical (A) as a result of Buyer's investigation of the Business prior to the Closing or (B) by reason of the institution or threat by any Person, Governmental or otherwise, of any litigation, investigation or proceeding (it being understood and agreed that, without limiting the generality of the foregoing, a written request by Government authorities for information with respect to the proposed transactions may be deemed to be a threat of litigation, investigation or proceedings).
by Buyer if. (i) Target or Seller is xx xxteriax xxxxch of this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition applicable to them set forth in ARTICLE 3 or 8, and (B) is incapable of being cured or has not been cured by Target or Seller within thirty (30) calendar days following receipt of written notice of such breach or failure to perform from Buyer; and (ii) Buyer is not, on the date of termination, in material breach of this Agreement;
by Buyer if. (A) Sellers or the Company shall have breached any of the covenants or agreements contained in this Agreement to be complied with by Sellers or the Company such that the closing condition set forth in Section 7.2.2 would not be satisfied; or (B) there exists a breach of any representation or warranty of the Company or Sellers contained in this Agreement such that the closing condition set forth in Section 7.2.1 would not be satisfied; provided, (1) in the case of clause (A) and (B) of this Section 8.1.3, that such breach is not cured by Sellers or the Company, as the case may be, within ten (10) Business Days after the Seller Representatives receive written notice of such breach from Buyer and (2) Buyer shall not be entitled to terminate this Agreement pursuant to clause (A) or (B) of this Section 8.1.3 if, at the time of such termination Buyer is in breach of any representation, warranty, covenant or other agreement contained herein in a manner that the conditions to Closing set forth in Section 7.3.1 or Section 7.3.2, as applicable, would not been satisfied;
by Buyer if. (i) any of the representations and warranties made in this Agreement by the Seller shall not be materially true and correct, when made or at any time prior to consummation of the transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 6.1 hereof have not been fulfilled by the Closing Date; (iii) the Seller shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or
by Buyer if. (i) Seller's Board of Directors withdraws or modifies in a manner material and adverse to Buyer its approval or recommendation of the plan of dissolution which permits the Sales Transactions; (ii) Seller enters into a definitive agreement with respect to an Acquisition Proposal pursuant to PARAGRAPH 7.2; (iii) Seller's Board of Directors fails to include a recommendation of the plan of dissolution which permits the Sales Transaction in the Proxy Statement pursuant to PARAGRAPH 7.9; or (iv) Seller makes a public announcement of its intention to take any of the foregoing actions.
by Buyer if. (i) Seller shall have breached any of its representations, warranties or obligations hereunder to an extent that would cause the conditions set forth in Sections 5.1(b) or (c) not to be satisfied and such breach shall not have been cured within 20 Business Days of receipt by Seller of written notice of such breach (provided that the right to terminate this Agreement by Buyer shall not be available to Buyer if Buyer is at that time in material breach of this Agreement or if such breach has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect); (ii) Seller’s board of directors shall have withdrawn or modified the Recommendation in any manner adverse to Buyer or shall have resolved to do so; or (iii) Seller’s board of directors shall (x) have recommended, endorsed, accepted or agreed to a Acquisition Proposal or shall have resolved to do so, or (y) not have sent to holders of shares of Seller’s outstanding equity stock within 10 Business Days after the commencement of any tender or exchange offer or solicitation made in connection with any Acquisition Proposal, a statement recommending rejection of such offer or solicitation;
by Buyer if. (i) there shall be a final nonappealable order of a foreign, federal or state court in effect preventing consummation of the Acquisition, or (ii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Acquisition by any Governmental Entity that would make consummation of the Acquisition illegal;
by Buyer if. (i) any of the conditions in Section 8.2 of this Agreement has not been satisfied on or before the Termination Date, or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement); and (ii) Buyer has not waived such condition on or before the Closing Date;
