Common use of Right to Terminate Agreement Clause in Contracts

Right to Terminate Agreement. This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Parties; (b) by any Party (by delivery of a written termination notification in accordance with Section 8.2) at any time after October 31, 2010, if the Closing has not taken place on or before October 31, 2010, unless the failure of the Closing to take place on or before such date is attributable to a breach by such Party of any of its obligations set forth in this Agreement; (c) by Seller (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach on the part of Purchaser of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 or Section 7.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Seller shall have given written notice of such breach to Purchaser, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Purchaser, (iv) such breach shall not have been cured and (v) Purchaser shall not be using its commercially reasonable efforts to attempt to cure such breach; or (d) by Purchaser (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach on the part of Seller or Subsidiary of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Purchaser shall have given written notice of such breach to Seller, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Seller, (iv) such breach shall not have been cured and (v) Seller shall not be using its commercially reasonable efforts to attempt to cure such breach.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Exagen Inc.), Asset Purchase Agreement (Exagen Inc.), Asset Purchase Agreement (Exagen Diagnostics Inc)

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Right to Terminate Agreement. This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Parties; (b) by any either Party (by delivery of a written termination notification in accordance with Section 8.2) at any time after October 31December 29, 20102006, if the Closing has not taken place on or before October 31December 29, 20102006, unless the failure of the Closing to take place on or before such date is attributable to a breach by such Party of any of its obligations set forth in this Agreement; (c) by Seller (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach on the part of Purchaser of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 or Section 7.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Seller shall have given written notice of such breach to Purchaser, (iii) at least twenty ten (10) days shall have elapsed since the delivery of such written notice to Purchaser, (iv) such breach shall not have been cured and (v) Purchaser shall not be using its commercially reasonable efforts to attempt to cure such breach; or (d) by Purchaser (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach on the part of Seller or Subsidiary of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Purchaser shall have given written notice of such breach to Seller, (iii) at least twenty ten (10) days shall have elapsed since the delivery of such written notice to Seller, (iv) such breach shall not have been cured and (v) Seller shall not be using its commercially reasonable efforts to attempt to cure such breach.

Appears in 4 contracts

Samples: Asset Purchase Agreement (EnterConnect Inc), Asset Purchase Agreement (EnterConnect Inc), Asset Purchase Agreement (EnterConnect Inc)

Right to Terminate Agreement. This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Parties; (b) by any Party either LSI or Purchaser (by delivery of a written termination notification notice in accordance with Section 8.210.2) at any time after October 31, 2010, the End Date if the Closing has not taken place on or before October 31the End Date (provided, 2010however, unless that the right to terminate this Agreement under this Section 10.1(b) will not be available to any Party whose failure to fulfill any obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to take place on or before such date is attributable occur prior to a breach by such Party of any of its obligations set forth in this Agreementthe End Date); (c) by Seller LSI (by delivery of a written termination notification notice in accordance with Section 8.210.2) if (i) there shall have has been a breach on the part of Purchaser of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 or Section 7.2, as the case may be, 9.2 would not be satisfied as of the time of such breach, (ii) Seller shall have LSI has given written notice of such breach to Purchaser, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Purchaser, and (iv) such breach shall has not have been cured and (v) Purchaser shall not be using its commercially reasonable efforts to attempt to cure such breach; orin all material respects; (d) by Purchaser (by delivery of a written termination notification notice in accordance with Section 8.210.2) if (i) there shall have has been a breach on the part of Seller or Subsidiary LSI of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 or Section 6.2, as the case may be, 8.2 would not be satisfied as of the time of such breach, (ii) Purchaser shall have has given written notice of such breach to SellerLSI, (iii) at least twenty days shall have elapsed since the delivery of such written notice to SellerLSI, and (iv) such breach shall has not have been cured in all material respects; or (e) by Purchaser if (i) it receives notice of any Encumbrance on the Xxxxxxx Facilities Real Property that is not a Permitted Encumbrance and that would reasonably be expected to have a Seller Material Adverse Effect, (ii) Purchaser delivers a notice to LSI, within five Business Days after Purchaser receives such notice, stating Purchaser’s intention to terminate this Agreement due to such Encumbrance, (iii) such Encumbrance has not been removed and LSI has not taken action to mitigate such Encumbrance such that such Encumbrance no longer has a Seller Material Adverse Effect, (iv) a period of ten (10) days has elapsed since the delivery of such notice to LSI and LSI has not delivered a notice to Purchaser stating that LSI will diligently pursue removal of such Encumbrance, and (v) Seller shall Purchaser delivers a written termination notice in accordance with Section 10.2 to LSI within three Business Days after the expiration of such ten-day period. If Purchaser does not deliver a written termination notice to LSI pursuant to Section 10.1(e) within three Business Days after the expiration of the ten-day period referred to in Section 10.1(e), then the Encumbrance referred to in Section 10.1(e) will be using its commercially reasonable efforts deemed to attempt be a Permitted Encumbrance. For purposes of this Agreement, “End Date” means May 31, 2006; provided, however, that if on May 31, 2006, the conditions set forth in Section 8.7 and Section 9.7 (Completion of Lot Line Adjustment or Land Division) have not been satisfied and each of the other conditions set forth in Sections 8 and 9 has been satisfied or waived (other than the conditions set forth in Sections 8.4, 9.4, and 9.5, which by their nature are to cure such breachbe satisfied at the Closing, and other than the condition set forth in Section 8.6), the End Date will be automatically extended to June 30, 2006.

Appears in 1 contract

Samples: Asset Purchase Agreement (On Semiconductor Corp)

Right to Terminate Agreement. This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Parties; (b) by any Party (by delivery of a written termination notification in accordance with Section 8.27.2) at any time after October 31January 8, 2010, 2021 (the “End Date”) if the Closing has not taken place on or before October 31the End Date, 2010subject to extension for any applicable cure period under Section 7.1(c), unless the failure of the Closing to take place on or before such date is attributable to a Force Majeure Event or breach by such Party of any of its obligations set forth in this Agreement; (c) by Seller (by delivery of a written termination notification in accordance with Section 8.27.2) if (i) there shall have been a breach on the part of Purchaser of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 or Section 7.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Seller shall have given written notice of such breach to Purchaser, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Purchaser, (iv) such breach shall not have been cured and (v) Purchaser shall not be using its commercially reasonable efforts to attempt to cure such breach; or (d) by Purchaser (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach on the part of Seller or Subsidiary of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied or cannot be cured by Purchaser as of the time End Date, or, if capable of being cured, (i) Seller shall have given written notice of such breach, breach to Purchaser; (ii) at least twenty (20) days shall have elapsed since the delivery of such written notice to Purchaser; and (iii) such breach shall not have been cured; provided, that Seller may not terminate this Agreement pursuant to this Section 7.1(c) if Seller is in material breach of this Agreement so as to cause any conditions set forth in Section 5.1 or Section 5.2 not to be satisfied; or (d) by Purchaser (by delivery of a written termination notification in accordance with Section 7.2) if there shall have been a breach on the part of Seller of any of its representations, warranties or covenants such that the condition set forth in Section 5.1 or Section 5.2, as the case may be, would not be satisfied or cannot be cured by Seller as of the End Date, or, if capable of being cured; (i) Purchaser shall have given written notice of such breach to Seller, ; (iiiii) at least twenty (20) days shall have elapsed since the delivery of such written notice to Seller, ; and (iviii) such breach shall not have been cured and (vcured; provided, that Purchaser may not terminate this Agreement pursuant to this Section 7.1(d) Seller shall if Purchaser is in material breach of this Agreement so as to cause any conditions set forth in Section 6.1 or Section 6.2 not to be using its commercially reasonable efforts to attempt to cure such breachsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Adamas Pharmaceuticals Inc)

Right to Terminate Agreement. This Agreement may be terminated prior to the Closing: (a) by the mutual written consent agreement of the PartiesSellers and the Purchaser; (b) by any Party (by delivery of a written termination notification in accordance with Section 8.2) the Purchaser at any time after October December 31, 20102011 (or March 1, 2012, if the Closing has not taken place on or before October 31, 2010, unless the failure of the Closing to take place on or before such date Date is attributable to a breach by such Party of extended as provided in Section 4.1 hereof) if any of its obligations condition set forth in Article VIII hereof shall not have been satisfied by the Sellers or waived by the Purchaser (provided that the Purchaser is not in material breach of this Agreement), or at any time prior to the Closing Date if the Sellers or the Corporation shall be in material breach of this Agreement and the Sellers and/or the Corporation shall not have cured such material breach within 15 days of written notice to cure from the Purchaser; (c) by Seller the Sellers at any time after December 31, 2011 (by delivery of a written termination notification or March 1, 2012, if the Closing Date is extended as provided in accordance with Section 8.24.1 hereof) if (i) there shall have been a breach on the part of Purchaser of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 or Section 7.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Seller shall have given written notice of such breach to Purchaser, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Purchaser, (iv) such breach Article IX shall not have been cured satisfied by the Purchaser or waived by the Sellers (provided that the Sellers and (v) the Corporation are not in material breach of this Agreement), or at any time prior to the Closing Date if the Purchaser shall be in material breach of this Agreement and the Purchaser shall not be using its commercially reasonable efforts to attempt have cured such material breach within 15 days of written notice to cure such breach; orfrom the Purchaser; (d) by the Purchaser (by delivery of a written termination notification in accordance with if any information delivered to the Purchaser pursuant to Section 8.2) if (i) there shall have been a breach on the part of Seller 7.16 causes any representation or Subsidiary of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as warranty of the time of such breachSellers and the Corporation to be inaccurate or untrue; or (e) by the Purchaser at any time, (ii) Purchaser shall have given written notice of such breach to Seller, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Seller, (iv) such breach shall not have been cured and (v) Seller shall not be using its commercially reasonable efforts to attempt to cure such breachif a Material Adverse Effect has occurred.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nevada Gold & Casinos Inc)

Right to Terminate Agreement. This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Parties; (b) by any either Party (by delivery of a written termination notification in accordance with Section 8.2) at any time after October 31February 15, 2010, 2002 if the Closing has not taken place on or before October 31February 15, 20102002, unless the failure of the Closing to take place on or before such date is attributable to a breach by such Party of any of its obligations set forth in this AgreementAgreement or in any of the Ancillary Agreements; (c) by Seller (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach on the part of Purchaser of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 or Section 7.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Seller shall have given written notice of such breach to Purchaser, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Purchaser, (iv) such breach shall not have been cured and (v) Purchaser shall not be using its commercially reasonable efforts to attempt to cure such breach; or (d) by Purchaser (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach on the part of Seller or Subsidiary of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Purchaser shall have given written notice of such breach to Seller, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Seller, (iv) such breach shall not have been cured and (v) Seller shall not be using its commercially reasonable efforts to attempt to cure such breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gilead Sciences Inc)

Right to Terminate Agreement. This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent agreement of the PartiesSellers and the Buyer; (b) by any Party (by delivery of a written termination notification in accordance with Section 8.2) at any time after October 31, 2010the Sellers or the Buyer, if the Closing has not taken place occurred on or before prior to October 31, 20102008; provided, unless however, that the right to terminate this Agreement pursuant to this Section 7.1(b) may not be exercised by a Party whose failure to perform or fulfill any of its obligations hereunder has been the cause of, or resulted in, the failure of the Closing to take place occur on or before such date is attributable to a breach by such Party of any of its obligations set forth in this Agreementdate; (c) by Seller (by delivery of a written termination notification the Sellers or the Buyer, if there shall be in accordance with Section 8.2) if effect any (i) there shall have been a breach on the part of Purchaser final, non-appealable injunction or binding order of any of its representationscourt or other tribunal having jurisdiction over either Seller, warranties the Buyer, the TVG Entities, the Enertech Subsidiary or covenants such Enertech that prohibits, enjoins or makes the condition set forth in Section 7.1 Transaction illegal or Section 7.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Seller shall have given written notice of such breach to Purchaserlaw or regulation that is enacted or adopted in final form, (iii) at least twenty days shall have elapsed since that prohibits or makes the delivery of such written notice to Purchaser, (iv) such breach shall not have been cured and (v) Purchaser shall not be using its commercially reasonable efforts to attempt to cure such breach; orTransaction illegal; (d) by Purchaser (by delivery the Buyer, upon breach in any material respect of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach any material representation, warranty or covenant on the part of either Seller set forth in this Agreement, or Subsidiary if any material representation or warranty of either Seller shall have become untrue in any of its representationsmaterial respect, warranties or covenants in either case such that the condition conditions set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as satisfied; or (e) by the Sellers, upon breach in any material respect of any material representation, warranty or covenant on the part of the time Buyer set forth in this Agreement, or if any representation or warranty of such breach, (ii) Purchaser the Buyer shall have given become untrue in any material respect, in either case such that the conditions set forth in Section 6.2 would not be satisfied. Such right of termination shall be exercised by written notice of such breach termination given by the terminating Party to Seller, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Seller, (iv) such breach shall not have been cured and (v) Seller shall not be using its commercially reasonable efforts to attempt to cure such breachother Parties hereto in the manner hereinafter provided.

Appears in 1 contract

Samples: Purchase Agreement (Ener1 Inc)

Right to Terminate Agreement. This Agreement may be terminated prior to the Initial Closing or the Final Closing: (a) by the mutual written consent of the Parties; (b) by any Party (by delivery of a written termination notification in accordance with Section 8.29.2) at any time after October 31June 23, 2010, 2022 (the “End Date”) if the Initial Closing has not taken place on or before October 31, 2010the End Date, unless the failure of the Initial Closing to take place on or before such date is attributable solely (i) to the failure of the waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act to have expired or been terminated, in which case the End Date shall be extended to July 23, 2022 or (ii) to a breach by such Party of any of its obligations set forth in this Agreement; (c) by Seller (by delivery of a written termination notification in accordance with Section 8.29.2) if (i) there shall have been a breach on the part of Purchaser of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 7.3(a) or Section 7.27.3(b), as the case may be, would not be satisfied as of the time of such breach, ; (ii) Seller shall have given written notice of such breach to Purchaser, ; (iii) at least twenty (20) days shall have elapsed since the delivery of such written notice to Purchaser, ; (iv) such breach shall not have been cured cured; and (v) Purchaser shall not be using its commercially reasonable efforts to attempt to cure such breach; or (d) by Purchaser (by delivery of a written termination notification in accordance with Section 8.29.2) if (i) there shall have been a breach on the part of Seller or Subsidiary of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 7.2(a) or Section 6.27.2(b), as the case may be, would not be satisfied as of the time of such breach, ; (ii) Purchaser shall have given written notice of such breach to Seller, ; (iii) at least twenty (20) days shall have elapsed since the delivery of such written notice to Seller, ; (iv) such breach shall not have been cured cured; and (v) Seller shall not be using its commercially reasonable efforts to attempt to cure such breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Axsome Therapeutics, Inc.)

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Right to Terminate Agreement. This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Parties; (b) by any either Party (by delivery of a written termination notification in accordance with Section 8.2) at any time after October 31, 2010, if the Closing has Sale Procedure Motion is not taken place approved by the Bankruptcy Court on substantially similar terms as contained in Section 9.2 or before October 31, 2010, unless in the failure event that a stay pending appeal or a writ of mandate of the Closing to take place Sale Order is granted on or before such date is attributable to a breach by such Party behalf of any of its obligations set forth in this Agreementparty; (c) by either Party if a third party purchaser for the Assets or any material portion thereof is approved by the Court at the Sale Hearing; (d) by Seller (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a material breach on the part of Purchaser of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 or Section 7.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Seller shall have given written notice of such breach to Purchaser, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Purchaser, Purchaser and (iv) such breach shall not have been cured and (v) Purchaser shall not be using its commercially reasonable efforts to attempt to cure such breachcured; or (de) by Purchaser (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a material breach on the part of Seller or Subsidiary of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Purchaser shall have given written notice of such breach to Seller, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Seller, Seller and (iv) such breach shall not have been cured and (v) Seller shall not be using its commercially reasonable efforts to attempt to cure such breachcured.

Appears in 1 contract

Samples: Asset Purchase Agreement (Verso Technologies Inc)

Right to Terminate Agreement. This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Parties; (b) by any either Party (by delivery of a written termination notification in accordance with Section 8.29.05) at any time after October 31January 30, 2010, 2003 if the Closing has not taken place on or before October 31January 30, 20102003, unless the failure of the Closing to take place on or before such date is attributable to a breach by such Party of any of its obligations set forth in this AgreementAgreement or in any of the Ancillary Agreements; (c) by Seller (by delivery of a written termination notification in accordance with Section 8.29.05) if (i) there shall have been a breach on the part of Purchaser Buyer of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 9.03(a) or Section 7.29.03(b), as the case may be, would not be satisfied as of the time of such breach, (ii) Seller shall have given written notice of such breach to PurchaserBuyer, (iii) at least twenty (20) days shall have elapsed since the delivery of such written notice to PurchaserBuyer, (iv) such breach shall not have been cured and (v) Purchaser Buyer shall not be using its commercially reasonable efforts to attempt to cure such breach; or (d) by Purchaser Buyer (by delivery of a written termination notification in accordance with Section 8.29.05) if (i) there shall have been a breach on the part of Seller or Subsidiary of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 9.02(a) or Section 6.29.02(b), as the case may be, would not be satisfied as of the time of such breach, (ii) Purchaser Buyer shall have given written notice of such breach to Seller, (iii) at least twenty (20) days shall have elapsed since the delivery of such written notice to Seller, (iv) such breach shall not have been cured and (v) Seller shall not be using its commercially reasonable efforts to attempt to cure such breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (24/7 Real Media Inc)

Right to Terminate Agreement. This Agreement may be terminated prior to the Closing: (a) by the mutual written consent agreement of the PartiesSeller and Purchaser; (b) by any Party (Purchaser by delivery of a written termination notification in accordance with Section 8.2) notice to Seller at any time after October 31, 201090 days after signing (but only after 120 days after signing in the case of a failure of a condition set forth in Section 8.4 or 8.5 to be satisfied), if the Closing has shall not taken place have occurred on or before October 31, 2010prior to such date, unless the failure of the Closing to take place have occurred on or before prior to such date is attributable solely to a breach the failure of Purchaser to perform any material obligation to be performed by such Party it hereunder on or prior to the Closing Date or the failure of any of its obligations condition set forth in this AgreementArticle 8 to be satisfied; (c) by Seller by written notice to Purchaser at any time after 90 days after signing (by delivery but only after 120 days after signing in the case of a written termination notification in accordance with Section 8.2) if (i) there shall have been failure of a breach on the part of Purchaser of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 7.4 or Section 7.27.5 to be satisfied), as if the case may beClosing shall not have occurred on or prior to such date, would not be satisfied as unless the failure of the time Closing to have occurred on or prior to such date is attributable solely to the failure of such breach, Seller to perform any material obligation to be performed by it hereunder on or prior to the Closing Date or the failure of any condition set forth in Article 7 to be satisfied; (iid) by Purchaser by written notice to Seller shall have given if Seller has materially breached any covenant contained in this Agreement if (1) Purchaser delivers written notice of such breach to PurchaserSeller and (2) if curable, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Purchaser, (iv) such breach shall is not have been cured and (v) Purchaser shall not be using its commercially reasonable efforts to attempt to cure within 30 days after such breachnotice is received; or (de) by Seller by written notice to Purchaser (by delivery of a written termination notification if Purchaser has materially breached any covenant contained in accordance with Section 8.2) this Agreement if (i1) there shall have been a breach on the part of Seller or Subsidiary of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Purchaser shall have given delivers written notice of such breach to SellerPurchaser and (2) if curable, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Seller, (iv) such breach shall is not have been cured and (v) Seller shall not be using its commercially reasonable efforts to attempt to cure within 30 days after such breachnotice is received.

Appears in 1 contract

Samples: Stock Purchase Agreement (Canandaigua LTD)

Right to Terminate Agreement. This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Parties; (b) by any Party (by delivery of a written termination notification in accordance with Section 8.27.2) at any time after October 31September 30, 2010, 2022 (the “End Date”) if the Closing has not taken place on or before October 31, 2010the End Date, unless the failure of the Closing to take place on or before such date is attributable to a breach by such Party of any of its obligations set forth in this Agreement; (c) by Seller (by delivery of a written termination notification in accordance with Section 8.27.2) if (i) there shall have been a breach on the part of Purchaser of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 or Section 7.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Seller shall have given written notice of such breach to Purchaser, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Purchaser, (iv) such breach shall not have been cured and (v) Purchaser shall not be using its commercially reasonable efforts to attempt to cure such breach; or (d) by Purchaser (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach on the part of Seller or Subsidiary of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the time of such breach; (ii) Seller shall have given written notice of such breach to Purchaser; (iii) at least 20 days shall have elapsed since the delivery of such written notice to Purchaser (or, if the End Date is in such 20-day cure period, then such cure period will be deemed to end on the date that is two days before the End Date); and (iv) such breach shall not have been cured by the date set forth in the foregoing clause (iii); provided that Seller may not terminate this Agreement pursuant to this Section 7.1(c) if Seller is then in breach of any representation, warranty or covenant, agreement or obligation contained in this Agreement that would result in the failure of a condition set forth in Section 5.1 or Section 5.2; (d) by Purchaser (by delivery of a written termination notification in accordance with Section 7.2) if (i) there shall have been a breach on the part of Seller of any of its representations, warranties or covenants such that the condition set forth in Section 5.1 or Section 5.2, as the case may be, would not be satisfied as of the time of such breach; (ii) Purchaser shall have given written notice of such breach to Seller, ; (iii) at least twenty 20 days shall have elapsed since the delivery of such written notice to SellerSeller (or, if the End Date is in such 20-day cure period, then such cure period will be deemed to end on the date that is two days before the End Date); and (iv) such breach shall not have been cured by the date set forth in the foregoing clause (iii); provided that Purchaser may not terminate this Agreement pursuant to this Section 7.1(d) if Purchaser is then in breach of any representation, warranty or covenant, agreement or obligation contained in this Agreement that would result in the failure of a condition set forth in Section 6.1 or Section 6.2; or (e) by Purchaser or Seller if any court or other Governmental Entity of competent jurisdiction shall have issued a final order, decree or ruling or taken any other final action permanently restraining, enjoining or otherwise prohibiting the purchase of the Specified Assets by Purchaser, and (v) Seller such order, decree, ruling or other action is or shall not be using its commercially reasonable efforts to attempt to cure such breachhave become final and nonappealable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chimerix Inc)

Right to Terminate Agreement. This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Parties; (b) by any Party (by delivery of a written termination notification in accordance with Section 8.2) at any time after October 31December 4, 2010, 2012 (the “End Date”) if the Closing has not taken place on or before October 31, 2010the End Date, unless the failure of the Closing to take place on or before such date is attributable to (i) the failure of the waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act to have expired or been terminated, in which case the End Date shall be extended to March 4, 2013 or (ii) a breach by such Party of any of its obligations set forth in this Agreement; (c) by Seller (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach on the part of Purchaser of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 or Section 7.2, as the case may be, would not be satisfied as of the time of such breach, ; (ii) Seller shall have given written notice of such breach to Purchaser, ; (iii) at least twenty days shall have elapsed since the delivery of such written notice to Purchaser, ; and (iv) such breach shall not have been cured and (v) Purchaser shall not be using its commercially reasonable efforts to attempt to cure such breachcured; or (d) by Purchaser (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach on the part of Seller or Subsidiary of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the time of such breach, ; (ii) Purchaser shall have given written notice of such breach to Seller, ; (iii) at least twenty days shall have elapsed since the delivery of such written notice to Seller, ; and (iv) such breach shall not have been cured and (v) Seller shall not be using its commercially reasonable efforts to attempt to cure such breachcured.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jazz Pharmaceuticals PLC)

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