THE BUYERS WITH RESPECT TO THE MATTERS
SET FORTH IN EXHIBIT A ATTACHED HERETO.
7.6
NO MATERIAL ADVERSE CHANGE.
THERE SHALL
HAVE BEEN NO MATERIAL ADVERSE CHANGE IN THE ASSETS, LIABILITIES (CONTINGENT OR
OTHERWISE), AFFAIRS, BUSINESS, OPERATIONS, PROSPECTS OR CONDITION (FINANCIAL OR
OTHERWISE) OF THE COMPANY PRIOR TO THE CLOSING DATE.
7.7
ACQUISITION OF TARGET.
ALL OF THE
CONDITIONS NECESSARY FOR THE ACQUISITION TO BE CONSUMMATED SHALL HAVE BEEN
SATISFIED AND THE COMPANY AND THE PARTIES TO THE TARGET MIPA ARE PROCEEDING TO
CLOSING THEREUNDER, SUBJECT TO THE PURCHASE OF THE SHARES UNDER THIS AGREEMENT.
7.8
NO PROHIBITION.
NEITHER THE CONSUMMATION
NOR THE PERFORMANCE OF THE ACQUISITION OF THE SHARES HEREUNDER WILL MATERIALLY
CONTRAVENE, OR CONFLICT WITH, OR RESULT IN A MATERIAL VIOLATION OF (A) ANY
APPLICABLE LEGAL REQUIREMENT, OR (B) ANY LEGAL REQUIREMENT THAT HAS BEEN
PUBLISHED, INTRODUCED, OR OTHERWISE PROPOSED BY OR BEFORE ANY GOVERNMENTAL BODY.
ARTICLE 8
TERMINATION
8.1
TERMINATION PROVISIONS.
THIS AGREEMENT MAY
BE TERMINATED AT ANY TIME BEFORE THE CLOSING DATE:
A.
BY MUTUAL CONSENT OF THE COMPANY AND THE BUYERS;
B.
BY EITHER THE COMPANY OR THE BUYERS AS APPLICABLE, IN THE EVENT
THAT ANY OF THE CONDITIONS PRECEDENT TO THEIR RESPECTIVE OBLIGATIONS TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY
15
AS SET FORTH IN ARTICLE 6 OR ARTICLE 7, THROUGH NO FAULT OF THE TERMINATING
PARTY, HAVE NOT BEEN MET AND SATISFIED AND HAVE BECOME IMPOSSIBLE OF
FULFILLMENT;
C.
BY EITHER THE COMPANY OR THE BUYERS IF THE CLOSING DATE DOES
NOT OCCUR WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER THE DATE HEREOF, OR SUCH
LATER DATE AS THE PARTIES MAY MUTUALLY AGREE UPON (PROVIDED THAT THE TERMINATING
PARTY IS NOT THEN IN MATERIAL BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT
OR OTHER AGREEMENT CONTAINED HEREIN);
D.
BY THE BUYERS IF THERE HAS BEEN ANY MATERIAL BREACH OF ANY
REPRESENTATION, WARRANTY, AGREEMENT OR COVENANT IN THIS AGREEMENT BY THE
COMPANY, WHICH BREACH CANNOT BE OR HAS NOT BEEN CURED WITHIN THIRTY (30) DAYS
AFTER GIVING WRITTEN NOTICE THEREOF TO THE COMPANY; AND
E.
BY THE COMPANY IF THERE HAS BEEN ANY MATERIAL BREACH OF ANY
REPRESENTATION, WARRANTY, AGREEMENT OR COVENANT IN THIS AGREEMENT BY THE BUYERS,
WHICH BREACH CANNOT BE OR HAS NOT BEEN CURED WITHIN THIRTY (30)
DAYS AFTER
GIVING WRITTEN NOTICE THEREOF TO THE BUYERS.
8.2
EFFECT OF TERMINATION.
UPON THE TERMINATION
OF THIS AGREEMENT PURSUANT TO THE TERMS HEREOF, THIS AGREEMENT WILL BE VOID AND
NEITHER PARTY WILL HAVE ANY FURTHER LIABILITY OBLIGATIONS WITH RESPECT HEREOF,
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR EXCEPT AND TO THE EXTENT
TERMINATION RESULTS FROM THE INTENTIONAL BREACH BY A PARTY OF ANY OF ITS
REPRESENTATIONS, WARRANTIES OR COVENANTS HEREUNDER.
ARTICLE 9
INDEMNIFICATION
9.1
INDEMNIFICATION BY THE COMPANY.
THE
COMPANY AGREES TO INDEMNIFY EACH BUYER AND ITS AFFILIATES AND HOLD EACH BUYER
AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES,
DAMAGES, COSTS AND EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THE
REASONABLE FEES AND DISBURSEMENTS OF SUCH BUYER'S COUNSEL IN