KSWS » Topics » TERMINATION

This excerpt taken from the KSWS 8-K filed Jun 4, 2009.

TERMINATION

Section 9.1 Termination.

(a) The Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Funding Date (i) in the event the Seller, the Company or Palladium has materially breached any representation, warranty, or covenant contained in this Agreement, the Buyer has notified the Seller of the breach, and the breach has continued without cure for a period of 5 days after the notice of breach; (ii) if any of the conditions set forth in Section 6.3 (other than those conditions set forth in Section 6.3(r)) shall have become incapable of fulfillment prior to the Funding Date, provided that the right to terminate this Agreement pursuant to this clause (ii) shall not be available if the failure of the Buyer to fulfill any obligation under this Agreement shall have been the cause of the failure of such condition to be satisfied on or prior to such date, or (iii) an event or condition occurs that has or is reasonably likely to have a Material Adverse Effect.

(b) If the Funding Date does not occur prior to June 17, 2008, this Agreement shall immediately become void and there shall be no liability on the part of the parties hereof.

 

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(c) The Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing Date if any of the conditions set forth in Section 6.1(a) or Section 6.3(r) shall have become incapable of fulfillment on or prior to the Closing Date, provided that the right to terminate this Agreement shall not be available if the failure of the Buyer to fulfill any obligation under this Agreement shall have been the cause of the failure of such condition to be satisfied on or prior to such date.

(d) If the Closing Date does not occur prior to July 8, 2008, this Agreement shall immediately become void and there shall be no liability on the part of the parties hereof, except to the extent set forth in the Loan Agreement provided that the right to terminate this Agreement shall not be available to a party hereto if the failure of such party to fulfill any obligation under this Agreement shall have been the cause of the failure of the Closing Date to occur on or prior to such date.

Section 9.2 Effect of Termination. If this Agreement is terminated pursuant to Section 9.1, this Agreement shall immediately become void and there shall be no liability on the part of the parties hereof except (i) for the provisions of Sections 3.26 and 4.4 relating to broker’s fees and finder’s fees, Section 5.7 relating to confidentiality, Section 5.9 relating to public announcements, Section 10.1 relating to fees and expenses, Section 10.4 relating to notices, Section 10.7 relating to third-party beneficiaries, Section 10.8 relating to governing law, Section 10.9 relating to arbitration and this Article IX and (ii) that nothing herein shall relieve any party from liability for any breach of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

This excerpt taken from the KSWS 8-K filed May 22, 2008.

TERMINATION

Section 9.1 Termination.

(a) The Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Funding Date (i) in the event the Seller, the Company or Palladium has materially breached any representation, warranty, or covenant contained in this Agreement, the Buyer has notified the Seller of the breach, and the breach has continued without cure for a period of 5 days after the notice of breach; (ii) if any of the conditions set forth in Section 6.3 (other than those conditions set forth in Section 6.3(r)) shall have become incapable of fulfillment prior to the Funding Date, provided that the right to terminate this Agreement pursuant to this clause (ii) shall not be available if the failure of the Buyer to fulfill any obligation under this Agreement shall have been the cause of the failure of such condition to be satisfied on or prior to such date, or (iii) an event or condition occurs that has or is reasonably likely to have a Material Adverse Effect.

(b) If the Funding Date does not occur prior to June 17, 2008, this Agreement shall immediately become void and there shall be no liability on the part of the parties hereof.

(c) The Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing Date if any of the conditions set forth in Section 6.1(a) or Section 6.3(r) shall have become incapable of fulfillment on or prior to the Closing Date, provided that the right to terminate this Agreement shall not be available if the failure of the Buyer to fulfill any obligation under this Agreement shall have been the cause of the failure of such condition to be satisfied on or prior to such date.

(d) If the Closing Date does not occur prior to July 8, 2008, this Agreement shall immediately become void and there shall be no liability on the part of the parties hereof, except to the extent set forth in the Loan Agreement provided that the right to terminate this Agreement shall not be available to a party hereto if the failure of such party to fulfill any obligation under this Agreement shall have been the cause of the failure of the Closing Date to occur on or prior to such date.

Section 9.2 Effect of Termination. If this Agreement is terminated pursuant to Section 9.1, this Agreement shall immediately become void and there shall be no liability on the part of the parties hereof except (i) for the provisions of Sections 3.26 and 4.4 relating to broker’s fees and finder’s fees, Section 5.7 relating to confidentiality, Section 5.9 relating to public announcements, Section 10.1 relating to fees and expenses, Section 10.4 relating to notices, Section 10.7 relating to third-party beneficiaries, Section 10.8 relating to governing law, Section 10.9 relating to arbitration and this Article IX and (ii) that nothing herein shall relieve any party from liability for any breach of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

EXCERPTS ON THIS PAGE:

8-K
Jun 4, 2009
8-K
May 22, 2008

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