THIS AGREEMENT AND SUCH ORDER, DECREE, RULING OR
OTHER ACTION SHALL HAVE NOT BEEN TERMINATED, DISMISSED, OR OTHERWISE VACATED
WITHIN SIX (6) MONTHS AFTER BEING ISSUED.
(B)
THIS AGREEMENT MAY BE TERMINATED AND THE
TRANSACTIONS CONTEMPLATED HEREBY MAY BE ABANDONED AT ANY TIME PRIOR TO THE
CLOSING BY PURCHASER IF THE AMOUNT OF THE PURCHASE PRICE TO PAID AT THE TIME OF
CLOSING, AFTER GIVING EFFECT TO ANY ADJUSTMENTS TO THE PURCHASE PRICE REQUIRED
BY SECTION 1.5(B)(I), IS OR WOULD BE LESS THAN $12,000,000.00.
BUT, IF
PURCHASER DOES NOT TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION, THEN
NOTWITHSTANDING SECTION 1.5(B)(I) BUT SUBJECT TO SECTION 1.5(B)(II), THE AMOUNT
OF THE PURCHASE PRICE PAID AT THE TIME OF THE CLOSING, AS ADJUSTED TO THE
CLOSING DATE, SHALL NOT BE LESS THAN $12,000,000.00.
HOWEVER, NOTHING IN THIS
AGREEMENT RESTRICTS THE PURCHASE PRICE FROM BEING REDUCED BELOW $12,000,000.00
BASED ON ADJUSTMENTS REQUIRED UNDER SECTION 1.6 FOLLOWING THE CLOSING DATE.
SECTION 7.2
EFFECT OF TERMINATION.
IN THE
EVENT OF THE TERMINATION AND ABANDONMENT OF THIS AGREEMENT PURSUANT TO
SECTION 7.1, THIS AGREEMENT SHALL THEREAFTER BECOME NULL AND VOID AND HAVE NO
EFFECT, WITHOUT ANY LIABILITY ON THE PART OF ANY PARTY OR ITS DIRECTORS,
OFFICERS OR SHAREHOLDERS, OTHER THAN THE PROVISIONS OF SECTION 5.2, ARTICLE VIII
AND ARTICLE X.
SECTION 7.3
AMENDMENT AND MODIFICATION.
THIS
AGREEMENT MAY BE AMENDED, MODIFIED, TERMINATED, RESCINDED, OR SUPPLEMENTED ONLY
BY WRITTEN AGREEMENT OF THE PARTIES.
SECTION 7.4
EXTENSION; WAIVER.
AT ANY TIME
PRIOR TO THE CLOSING DATE, THE PARTIES MAY (I) EXTEND THE TIME FOR THE
PERFORMANCE OF ANY OF THE OBLIGATIONS OR OTHER ACTS OF THE OTHER PARTY HERETO,
(II) WAIVE ANY INACCURACIES IN THE REPRESENTATIONS AND WARRANTIES CONTAINED
HEREIN OR IN ANY DOCUMENT, CERTIFICATE OR WRITING DELIVERED PURSUANT HERETO, OR
(III) WAIVE COMPLIANCE WITH ANY OF THE AGREEMENTS OR CONDITIONS CONTAINED
HEREIN.
ANY AGREEMENT ON THE PART OF ANY PARTY TO ANY SUCH EXTENSION OR WAIVER
SHALL BE VALID ONLY IF SET FORTH IN AN INSTRUMENT IN WRITING SIGNED BY OR ON
BEHALF OF SUCH PARTY.
39
ARTICLE VIII
REMEDIES
SECTION 8.1
REMEDIES FOR BREACH OF
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER BEFORE THE CLOSING DATE.
UPON EXECUTION OF THIS AGREEMENT THROUGH AND INCLUDING THE CLOSING, THE
EXCLUSIVE REMEDY, FOR ANY MATERIAL INACCURACY OR BREACH OF ANY REPRESENTATION,
WARRANTY OR COVENANT IN THIS AGREEMENT BY SELLER SHALL BE TERMINATION OF THIS
AGREEMENT BY PURCHASER IN ACCORDANCE WITH AND SUBJECT TO SECTION 7.1(B).
SECTION 8.2
INDEMNIFICATION BY SELLER.
EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 5.1 WITH RESPECT TO TAXES OR THIS
ARTICLE VIII, AND SUBJECT TO SECTION 8.5 AND THE OTHER LIMITATIONS STATED IN
THIS ARTICLE VIII AND ARTICLE IX, BEGINNING IMMEDIATELY AFTER THE CLOSING AND
CONTINUING FOR THE APPLICABLE PERIODS AFTER THE CLOSING DATE PROVIDED IN
ARTICLE IX, SELLER AGREES TO AND SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS
PURCHASER AND THE COMPANY AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, ACCOUNTANTS, FINANCIAL ADVISERS AND
REPRESENTATIVES (THE "PURCHASER INDEMNIFIED PARTIES") FROM AND AGAINST, AND