BREACH OF ANY
REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT ON
THE PART OF BUYER AND AS A RESULT OF SUCH BREACH THE CONDITIONS SET FORTH IN
SECTIONS 7.3(A) OR 7.3(B) WOULD NOT THEN BE SATISFIED; PROVIDED, HOWEVER, IF
SUCH BREACH IS CURABLE BY BUYER WITHIN TEN (10) DAYS THROUGH THE EXERCISE OF
REASONABLE EFFORTS, THEN FOR SO LONG AS BUYER CONTINUES TO EXERCISE SUCH
REASONABLE EFFORTS, SELLER MAY NOT TERMINATE THIS AGREEMENT PURSUANT TO THIS
SECTION 9.1(D)(I) UNLESS SUCH BREACH IS NOT CURED WITHIN TEN (10) DAYS;
PROVIDED, HOWEVER, THAT NO CURE PERIOD SHALL BE REQUIRED FOR ANY SUCH BREACH
WHICH BY ITS NATURE CANNOT BE CURED.
9.2
Effect of Termination.
In the event of
termination and abandonment of the transactions contemplated hereby pursuant to
Section 9.1, written notice thereof shall forthwith be given to the other
parties to this Agreement, this Agreement shall terminate (subject to the
provisions of this Section 9.2), and the transactions contemplated hereby shall
be abandoned without further action by any of the parties hereto.
If this
Agreement is terminated as provided herein:
(A)
UPON REQUEST THEREFOR, EACH PARTY SHALL
DELIVER ALL DOCUMENTS, WORK PAPERS, DILIGENCE MATERIALS, AND OTHER MATERIALS OF
ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER
OBTAINED ON OR AFTER THE EXECUTION HEREOF, TO THE PARTY FURNISHING THE SAME; AND
(B)
NO PARTY HERETO SHALL HAVE ANY LIABILITY OR
FURTHER OBLIGATION TO ANY OTHER PARTY TO THIS AGREEMENT RESULTING FROM SUCH
TERMINATION, EXCEPT (I) THAT THE PROVISIONS OF SECTION 6.4 (CONFIDENTIALITY),
SECTION 6.6 (PUBLIC DISCLOSURE), THIS SECTION 9.2 (EFFECT OF TERMINATION), AND
ARTICLE X SHALL REMAIN IN FULL FORCE AND EFFECT AND SURVIVE ANY TERMINATION OF
THIS AGREEMENT, AND (II) NOTHING HEREIN SHALL RELIEVE ANY PARTY FROM LIABILITY
FOR FRAUD IN CONNECTION WITH, OR ANY WILLFUL OR INTENTIONAL BREACH OF, THIS
AGREEMENT.
9.3
Amendment.
This Agreement may be amended by
the parties hereto at any time by execution of an instrument in writing signed
on behalf of each of the parties hereto.
9.4
Extension; Waiver.
At any time prior to the
Closing, Buyer, on the one hand, and Seller, on the other hand, may, to the
extent legally allowed, (i) extend the time for the performance of any of the
obligations of the other party hereto; (ii) waive any inaccuracies in the
representations and warranties made to such party contained herein; and
(iii) waive compliance with any of the agreements or conditions for the benefit
of such party contained herein or in any of the Collateral Agreements.
Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in an instrument in writing signed on behalf of such
party.
ARTICLE X
GENERAL PROVISIONS
10.1
Notices.
All notices, requests, demands, claims,
and other communications required or permitted hereunder shall be in writing and
shall be deemed given upon receipt if delivered
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personally or by recognized commercial delivery service, or mailed by registered
or certified mail