Common use of Termination by the Seller Clause in Contracts

Termination by the Seller. The Seller may terminate this Agreement at any time prior to the Closing by written notice to the Purchaser: (a) if the Cash Purchase Price is less than the difference between (i) $125,000,000 minus (ii) unpaid Purchaser Transaction Expenses; (b) upon a material breach of any representation, warranty, covenant or agreement on the part of the Purchaser set forth in this Agreement or the Ancillary Agreements, or if any representation or warranty of the Purchaser shall have become untrue, incomplete or incorrect, in either case which has rendered the satisfaction of the conditions set forth in Section 6.02(a) incapable of fulfillment, and such violation or breach has neither been waived by the Seller nor cured by the Purchaser within 30 days of the Purchaser’s receipt of written notice of such violation or breach from the Seller; provided, however, that the right to terminate this Agreement under this Section 7.04(b) shall not be available to the Seller if the Seller is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement or the Ancillary Agreements; or (c) if (i) the Closing shall not have occurred by the Termination Date and (ii) the failure of the Closing to occur on or before such date is not caused by a failure of the Seller to perform and comply in all material respects with its covenants and agreements contained in this Agreement or any of the Ancillary Agreements that are required to be performed or complied with at or prior to Closing.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Hennessy Capital Acquisition Corp. III)

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Termination by the Seller. The Seller may shall have the right to terminate this Agreement Agreement, at any time prior to the Closing by written notice to the PurchaserClosing, if: (a) if the Cash Purchase Price is less than the difference between (i) $125,000,000 minus (ii) unpaid Purchaser Transaction Expenses; (b) upon there has been a material breach of any representation, warranty, covenant or agreement on the part of made by the Purchaser set forth in this Agreement or the Ancillary AgreementsAgreement, or if any representation or and warranty of the Purchaser shall have become untrueuntrue after the date of this Agreement, incomplete such that Section 5.02(a) or incorrect, in either case which has rendered the satisfaction of the conditions set forth in Section 6.02(a5.02(b) incapable of fulfillment, would not be satisfied and such violation breach or breach has neither been waived by failure to be true is not curable or, if curable, is not cured prior to the earlier of (A) thirty (30) days following notice to the Purchaser from the Seller nor cured by the Purchaser within 30 days of the Purchaser’s receipt of written notice of such violation breach or breach from failure and (B) the SellerTermination Date; provided, howeverthat, that the Seller shall not have the right to terminate this Agreement under pursuant to this Section 7.04(b6.01(c)(i) shall not be available to the Seller if the Seller is then in material breach of any representationof its representations, warrantywarranties, covenant covenants or agreement set forth in agreements under this Agreement or the Ancillary AgreementsAgreement; or (cii) if (iA) the conditions to Closing shall not set forth in Section 5.01 and Section 5.02 have occurred been satisfied or waived (other than those conditions that, by the Termination Date and (ii) the failure of their terms, are to be satisfied at Closing; provided, that, those conditions would have been satisfied if the Closing were to occur on or before such date is not caused by a failure date), (B) the Purchaser fails to consummate the Closing within two (2) Business Days of the date the Closing should have occurred pursuant to Section 1.05, (C) the Seller has confirmed by written notice to perform the Purchaser that it is ready, willing and comply in all material respects with its covenants able to consummate the Closing on the date of such written notice and agreements contained in this Agreement or any throughout the immediately subsequent three (3) Business Day period and (D) the Purchaser fails to consummate the Closing within three (3) Business Days following receipt of the Ancillary Agreements that are required to be performed or complied with at or prior to Closingsuch written notice.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Magellan Health Inc), Stock and Asset Purchase Agreement (Molina Healthcare, Inc.)

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Termination by the Seller. The Seller may shall have the right to terminate this Agreement at any time prior to: (i) receiving the Seller Stockholder Approval, in order to enter into a definitive, written Contract for a Superior Seller Proposal either concurrently with or immediately following such termination; provided that (1) the Seller has complied with its obligations under Section 5.02 in all material respects and (2) if Parent has provided wiring instructions in writing to the Seller for payment of the Seller Termination Fee no later than two (2) Business Days prior to the Closing by written notice earliest date on which the Seller would be permitted to terminate this Agreement under this Section 7.01(c)(i) without giving effect to this clause (2), the Purchaser:Seller pays Parent the Seller Termination Fee pursuant to Section 7.03(a)(i) prior to or concurrently with such termination; (a) if the Cash Purchase Price is less than the difference between (i) $125,000,000 minus (ii) unpaid Purchaser Transaction Expenses; (b) upon a material breach of any representationthe Closing, warranty, covenant or agreement on the part of if the Purchaser set forth Group breaches or fails to perform any of its covenants or agreements in this Agreement or the Ancillary AgreementsAgreement, or if any representation of the representations or warranty warranties of the Purchaser shall have become untrueGroup in this Agreement fails to be true and correct, incomplete which breach or incorrect, in either case which has rendered failure (1) would give rise to the satisfaction of the conditions failure to satisfy a condition set forth in Section 6.01, Section 6.02(a) incapable of fulfillmentor Section 6.02(b), as applicable, and such violation or breach has neither been waived by the Seller nor (2) (A) is not reasonably capable of being cured by the Purchaser within 30 days Group by the End Date or (B) if reasonably capable of being cured by the Purchaser’s receipt of Purchaser Group by the End Date, the Seller has delivered to the Purchaser written notice of such violation or breach from and such breach is not cured by the SellerPurchaser Group by the earlier of (1) the End Date and (2) the date that is thirty (30) days after delivery of such notice; provided, however, that the Seller shall not have the right to terminate this Agreement under this Section 7.04(b7.01(c)(ii) shall not be available to the Seller if the Seller is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement or the Ancillary Agreements; or (c) if (i) the Closing shall not have occurred by the Termination Date and (ii) the failure of the Closing to occur on or before such date is not caused by a failure of the Seller to perform and comply in all material respects with its covenants and agreements contained in this Agreement or any representation or warranty of the Ancillary Agreements that are required Seller in this Agreement then fails to be performed true and correct, in each case, such that any condition set forth in Section 6.01, Section 6.03(a) or complied with Section 6.03(b), as applicable, could not then be satisfied; or (iii) the Closing, if the Health Care Merger Agreement has been terminated (other than pursuant to Section 7.01(c)(i) of the Health Care Merger Agreement); provided that the Seller’s right to terminate this Agreement pursuant to this Section 7.01(c)(iii) will expire at or prior to Closing5:00 p.m., Washington, DC time, on the fifth (5th) Business Day following the date on which the Health Care Merger Agreement has been terminated.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Advisory Board Co)

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