Methods of Termination Without Default Clause Samples
Methods of Termination Without Default. (a) This Agreement may be terminated at any time but not later than the Closing:
(i) By mutual written consent of SELLER and BUYER;
(ii) by SELLER if any of the conditions set forth in Section 7.02 shall have become incapable of fulfillment and shall not have been waived by SELLER;
(iii) by BUYER if any of the conditions set forth in Section 7.01 shall have become incapable of fulfillment and shall not have been waived by BUYER;
(iv) by BUYER by delivery of written notice to SELLER if such written notice is delivered within 10 days after the rules of the Financial Accounting Standards Board relating to recapitalization accounting have changed and such change would cause the Transaction to no longer qualify for recapitalization accounting treatment; or
(v) by either BUYER or SELLER if the Open Issues have not been agreed upon between BUYER and SELLER on or prior to September 15, 2000; provided, however, that the party seeking termination pursuant to clause --------- ------- (ii), (iii) or (iv) above is not in breach of any of its representations, warranties, covenants or agreements contained in this Master Sale Agreement other than with respect to a breach that is caused by any act or omission of a Third Party at the time of termination; provided, further, that, --------- ------- unless otherwise agreed by the Parties, if the Closing shall not have occurred by December 1, 2000, this Agreement shall automatically terminate.
(b) In the event of termination of this Agreement by SELLER or BUYER, or both SELLER and BUYER, pursuant to this Section, or in the event of automatic termination of this Agreement pursuant to Section 11.01(a), written notice thereof shall forthwith be given to the other Party and each of the Transaction Documents shall be terminated and abandoned, without further action by the Parties hereto, but subject, however, to the other provisions of this Article XI and the respective termination procedures contained in each of the Transaction Documents.
Methods of Termination Without Default. 39 10.02 Failure to Pay SER Note............................................. 39 Schedule A Definitions and Procedural Conventions Schedule B Definition of Products Schedule C Knowledge Schedule D Permitted Liens Schedule E Feedstock Agreements Schedule F SUMFs EXHIBITS Exhibit A SERH Note Exhibit B Environmental Agreement Exhibit C Human Resources Agreement Exhibit D Intellectual Property Transfer and License Agreement Exhibit E Financial Services Transition Agreement Exhibit F Tax Deed Exhibit G Trademark Agreement Exhibit H IT Interim Services Agreement Exhibit I List of Companies SALE AGREEMENT -------------- This Sale Agreement, dated this 11/th/ day of September, 2000 (the "Agreement" or the "Non-US Sale Agreement"), is made between SHELL PETROLEUM N.V., a public limited liability company (naamloze vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its registered office in The Hague, The Netherlands, registered at the commercial register of the Hague under number 27002687 ("SELLER"), and SHELL EPOXY RESINS, INC., a Delaware corporation ("BUYER") (SELLER and BUYER are collectively referred to herein as the "Parties" and singularly as a "Party").