NVS » Topics » (a) This Agreement may be terminated at any time after the First Stage Closing and prior to the Second Stage Closing:

This excerpt taken from the NVS 20-F filed Jan 28, 2009.

(a)           This Agreement may be terminated at any time after the First Stage Closing and prior to the Second Stage Closing:

 

(i)            by either the Seller or the Buyer if the Second Stage Closing has not occurred by the date that is the eighteenth (18th) month anniversary of the Exercise Notice Date; provided, however, that the right to terminate this Agreement under this Section 9.5(a)(i) will not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or has resulted in, the failure of the Second Stage Closing to occur by this date, including, in particular, the Buyer’s failure to fulfill its obligations under Section 7.5(b);
 
(ii)           by either the Seller or the Buyer in the event that any Governmental Authority has enacted, issued, enforced or entered into any statute, rule, regulation, injunction or other order, restraining, enjoining or otherwise prohibiting the Second Stage Acquisition that will have become final and nonappealable; provided, however, that the Buyer’s right to terminate this Agreement under this Section 9.5(a)(ii) will not be available to the Buyer if the Buyer has failed to fulfill any of its obligations under Section 7.5(b);
 
(iii)          by the mutual written consent of the Seller and the Buyer;

 

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(iv)          by either the Buyer or the Seller in the event that the Exercise Notice Date has not occurred on or prior to 31 July 2011; or
 
(v)           by either the Buyer or the Seller, if an Event of Insolvency occurs with respect to the other party.
 

(b)           In the event of termination of this Agreement under Section 9.5(a) by written notice to the other party, this Agreement will become void and there will be no liability on the part of either party to this Agreement except (i) that Article 6 (to the extent the provisions therein relate to the First Stage Acquisition) and Sections 6.1(g), 9.5(b), 10.2, 10.4, 10.5, 10.8, 10.9 and 10.11 will survive any termination of this Agreement and (ii) to the extent that such termination results from the wilful and material breach by a party of any of its representations and warranties contained in this Agreement, or from the breach by a party of any of its covenants or agreements set forth in this Agreement.

 

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