Common use of Method of Termination Clause in Contracts

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

Method of Termination. This Assets Purchase Agreement may be terminated and the transactions herein contemplated hereby may be terminated abandoned at any time prior to a Transfer Dateon or before the Closing: (a) by the mutual written consent of SBCL and ActaMedthe Parties; (b) by SBCL the Purchasers by giving written notice to the Sellers at any time prior to the Closing in the event the Sellers have breached any representation, warranty or covenant contained in this Agreement in any material respect, the Purchasers have notified the Sellers of termination to ActaMed given the breach and the breach has continued without cure for a period of fifteen (15) days after ActaMed shall have failed to meet the Transfer Benchmarks with respect to a Region by any applicable Measurement Datenotice of breach; (c) by ActaMedthe Sellers by giving written notice to the Purchasers at any time after the Hard Date in the event the Purchasers have breached any representation, if SBCL shall warranty, covenant, agreement or undertaking contained in this Agreement (1other than those contained in Section 5.2(b)) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer Daterespect, or the Sellers have notified the Purchasers of the breach and the breach has continued without cure for a period of fifteen (215) materially breach any days after the notice of its representations, warranties or covenants contained hereinbreach; (d) by SBCLthe Purchasers pursuant to Sections 1.8, if ActaMed shall (1) fail to perform in any material respect its agreements contained herein required to be performed by it on 4.8(b), 6.8, 6.11, Article VIII or prior to such Transfer Date, or (2) materially breach any of its representations, warranties or covenants contained hereinthis Article X; (e) by either SBCL Party by giving written notice to the other Party, if a court of competent jurisdiction or ActaMed if there other Governmental Authority shall be any have issued a nonappealable final order, writdecree or ruling or taken any other action, injunction in each case having the effect of permanently restraining, enjoining or decree of any court or governmental or regulatory agency binding on ActaMed or SBCL which prohibits or restrains ActaMed or SBCL from consummating otherwise prohibiting the transactions contemplated by this Assets Purchase Agreementhereby, provided that ActaMed and SBCL shall have used their best efforts to have any unless the Party relying on such order, writ, injunction decree or decree lifted and the same shall ruling or other action has not have been lifted within thirty (30) days after entrycomplied in all material respects with its obligations under this Agreement; (f) by SBCL the Purchasers after the Hard Date for any reason (or no reason), if SBCL terminates the Services AgreementPurchasers deliver notice to the Sellers; orprovided, that, such termination will not be effective until the Purchasers deliver notice to the Escrow Agent to release and pay the Deposit to the Sellers; each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination pursuant to this Section 10.1(f); and (g) by ActaMed either Party if ActaMed terminates the Services AgreementClosing shall not have been consummated on or prior to the Closing Date Deadline; and provided, further, that the right to terminate this Agreement under this Section 10.1(g) shall not be available to any Party whose action or failure to act has been the primary cause of the Closing failing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement by such Party.

Method of Termination. This Assets Purchase Agreement and the transactions contemplated hereby may be terminated at any time prior to a Transfer Dateterminated: (a) by the mutual written consent of SBCL Seller and ActaMedBuyer; (b) by SBCL Buyer by written notice to Seller if: (i) there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure of termination any of the conditions specified in Section 8.1 and such breach, inaccuracy or failure has not been cured by Seller within the earlier of the Outside Date and ten (10) days of Seller’s receipt of written notice of such breach from Buyer; or (ii) any of the conditions set forth in Section 8.1 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by the Outside Date, unless such failure shall be due to ActaMed given after ActaMed shall have failed the failure of Buyer to meet perform or comply with any of the Transfer Benchmarks covenants, agreements or conditions hereof to be performed or complied with respect by it prior to a Region by any applicable Measurement Datethe Closing; (c) by ActaMedSeller by written notice to Buyer if: (i) there has been a breach, if SBCL shall (1) fail 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 Section 8.2 and such breach, inaccuracy or failure has not been cured by Buyer within the earlier of the Outside Date and ten (10) days of Buyer’s receipt of written notice of such breach from Seller; or (ii) any material respect its of the conditions set forth in Section 8.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by the Outside Date, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements contained herein required or conditions hereof to be performed or complied with by it on or prior to such Transfer Date, or (2) materially breach any of its representations, warranties or covenants contained herein;the Closing; or (d) by SBCL, if ActaMed shall Buyer or Seller in the event that (1i) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer Date, or (2) materially breach any of its representations, warranties or covenants contained herein; (e) by either SBCL or ActaMed if there shall be any order, writ, injunction or decree Legal Requirement that makes consummation of any court or governmental or regulatory agency binding on ActaMed or SBCL which prohibits or restrains ActaMed or SBCL from consummating the transactions contemplated by this Assets Purchase Agreement illegal or otherwise prohibited or (ii) any Governmental Authority shall have issued an Order restraining or enjoining the transactions contemplated by this Agreement, provided that ActaMed and SBCL such Order shall have used their best efforts to have any such order, writ, injunction or decree lifted become final and the same shall not have been lifted within thirty (30) days after entry; (f) by SBCL if SBCL terminates the Services Agreement; or (g) by ActaMed if ActaMed terminates the Services Agreementnon-appealable.

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

Method of Termination. This Assets Purchase Agreement may be terminated and the transactions herein contemplated hereby may be terminated abandoned at any time prior to a Transfer Dateon or before any Closing: (a) by the mutual written consent of SBCL and ActaMedall of the parties hereto; (b) by SBCL Purchaser by giving written notice of termination to ActaMed given after ActaMed shall have failed the Seller at any time prior to meet the Transfer Benchmarks with respect to a Region by Closing (A) in the event the Seller has breached any applicable Measurement Date; (c) by ActaMedrepresentation, if SBCL shall (1) fail to perform warranty or covenant contained in this Agreement, in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer Daterespect, or (2) materially breach any the Purchaser has notified the Seller of its representationsthe breach, warranties or covenants contained herein; (d) by SBCL, if ActaMed shall (1) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer Date, or (2) materially breach any of its representations, warranties or covenants contained herein; (e) by either SBCL or ActaMed if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on ActaMed or SBCL which prohibits or restrains ActaMed or SBCL from consummating the transactions contemplated by this Assets Purchase Agreement, provided that ActaMed and SBCL shall have used their best efforts to have any such order, writ, injunction or decree lifted and the same shall breach has continued without cure for a period of thirty (30) days after the notice of breach; provided, however, that if such breach cannot have been lifted reasonably be cured within thirty (30) days after entry;and the Seller is diligently proceeding to cure such breach, this Agreement may not be terminated pursuant to this Section 11.1(b) until such time as is sixty (60) days following such notice or, if shorter, for such period during which Seller shall continue to diligently seek to cure such breach during such sixty (60) day period, (B) if a Material Adverse Change has occurred, or (C) if the Closing for any of the Facilities other than any Deferred Facilities pursuant to Section 12.18 shall not have occurred on or before June 1, 2006, by reason of the failure of any condition precedent under Article VIII hereof (unless the failure results primarily from the Purchaser itself breaching any representation, warranty or covenant contained in this Agreement); and (fc) by SBCL Seller giving written notice to the Purchaser (A) in the event the Purchaser has breached any representation, warranty or covenant contained in this Agreement in any material respect, the Seller has notified the Purchaser of the breach, and the breach has continued without cure for a period of thirty (30) days after the notice of breach; provided, however, that if SBCL terminates such breach cannot reasonably be cured within thirty (30) days and the Services Purchaser is diligently proceeding to cure such breach, this Agreement may not be terminated pursuant to this Section 11.1(c) until such time as is sixty (60) days following such notice or, if shorter, for such period during which Purchaser shall continue to diligently seek to cure such breach during such sixty (60) day period, or (B) if the Closing shall not have occurred on or before June 1, 2006 for any of the Facilities other than any Deferred Facilities pursuant to Section 12.18 by reason of the failure of any condition precedent under Article IX hereof (unless the failure results primarily from Seller breaching any representation, warranty or covenant contained in this Agreement); or (gd) by ActaMed if ActaMed terminates Purchaser pursuant to Section 1.4(b), Sections 4.10(b), Section 4.10(c), 4.16(b), 4.17, 12.18, Article VIII or this Article XI. Any termination pursuant to Section 11.1(b)(C) or Section 11.1(c)(B) relating to less than all of the Services AgreementFacilities shall only terminate this Agreement as to such Facilities so terminated, but shall not terminate this Agreement as to the remainder of the Facilities.

Method of Termination. This Assets Purchase Agreement and the transactions --------------------- contemplated hereby in Sections 2.1 and 2.2 hereof may be terminated at any time prior to a Transfer Datethe Closing: (a) by By the mutual consent of SBCL the Company, CGW, First Plaza and ActaMedNationsBank; (b) By the Company after December 31, 1996 if the transactions contemplated hereby have not been closed or if any of the conditions to the Company's obligations set forth in Section 4.2 have not been satisfied or waived by SBCL the Company, unless the failure to close such transactions is due to any failure by written notice of termination to ActaMed given after ActaMed shall have failed to meet the Transfer Benchmarks with respect to a Region by any applicable Measurement Date; (c) by ActaMed, if SBCL shall (1) fail Company to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer the Closing Date, or (2) materially a material breach of any of its the Company's representations, warranties or covenants contained herein; (dc) by SBCLBy CGW, First Plaza or NationsBank after December 31, 1996, if ActaMed shall (1) fail the transactions contemplated hereby have not been closed or if any of the conditions to such Purchaser's obligations set forth in Section 4.1 have not been satisfied or waived by such Purchaser, unless the failure to close such transactions is due to any failure by such Purchaser to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer the Closing Date, or (2) materially a material breach of any of its such Purchaser's representations, warranties or covenants contained herein; (d) By the Company, CGW, First Plaza or NationsBank at any time after January 31, 1997, if the Closing shall not have occurred for any reason on or prior to January 31, 1997; (e) by By either SBCL CGW, First Plaza or ActaMed NationsBank, on the one hand, or the Company, on the other hand, if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on ActaMed any such Purchaser or SBCL the Company, which prohibits or restrains ActaMed or SBCL such Purchaser and/or the Company from consummating the transactions contemplated by this Assets Purchase Agreement, EXECUTION COPY provided that ActaMed and SBCL each party to this Agreement who is prohibited or restrained by such order, writ, injunction, or decree shall have used their its reasonable best efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within thirty (30) days after entry; (f) , by SBCL if SBCL terminates the Services Agreement; or (g) by ActaMed if ActaMed terminates the Services Agreementany such court or governmental or regulatory agency.

Method of Termination. This Assets Purchase Agreement and the transactions contemplated hereby by it may be terminated at any time prior to a Transfer Datethe Closing: (a) by By the mutual consent of SBCL Seller and ActaMedPurchaser; (b) By the Company after January 8, 1996 if the transactions contemplated hereby have not been closed or if any of the conditions to the Company's obligations set forth in Section 3.3 have not been satisfied or waived by SBCL the Company, unless the failure to close such transactions is due to any failure by written notice of termination to ActaMed given after ActaMed shall have failed to meet the Transfer Benchmarks with respect to a Region by any applicable Measurement Date; (c) by ActaMed, if SBCL shall (1) fail Company to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer the Closing Date, or (2) materially a material breach any of its the Company's representations, warranties or covenants contained herein; (dc) by SBCLBy Purchaser after January 31, 1996, if ActaMed shall (1) fail the transactions contemplated hereby have not been closed or if any of the conditions to Purchaser's obligations set forth in Section 3.1 have not been satisfied or waived by Purchaser, unless the failure to close such transactions is due to any failure by Purchaser to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer the Closing Date, or (2) materially a material breach any of its Purchaser's representations, warranties or covenants contained herein; (d) By the Company or Purchaser at any time after February 15, 1996, if the Closing shall not have occurred for any reason on or prior to February 15, 1996; (e) by By either SBCL Purchaser or ActaMed the Company if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on ActaMed Purchaser or SBCL the Company, which prohibits or restrains ActaMed or SBCL Purchaser and/or the Company from consummating the transactions contemplated by this Assets Purchase Agreement, provided that ActaMed Purchaser and SBCL the Company shall have used their reasonable best efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within thirty (30) 30 days after entry; (f) , by SBCL if SBCL terminates the Services Agreement; or (g) by ActaMed if ActaMed terminates the Services Agreementany such court or governmental or regulatory agency.