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9.3 Termination by Buver. This Agreement may be terminated at any time prior to the <br />Closing by Buyer and the purchase and sale of the Purchased Interests abandoned, upon written <br />notice to Sellers, upon the occurrence of any of the following: <br />(a) Conditions. If on any date determined for the Closing in accordance with <br />Section 8.1, each condition set forth in Section 7.2 has been satisfied (or will be satisfied by the <br />delivery of documents at the Closing) or waived in writing by Sellers on such date and either (i) a <br />condition set forth in Section 7.1 has not been satisfied (or will not be satisfied by the delivery of <br />documents at the Closing) or waived in writing by Buyer on such date or (ii) Sellers have <br />nonetheless refused to consummate the Closing; provided that Sellers shall have five days to core <br />such matter after receipt of notice of Buyers intent to terminate pursuant to this Section 9.3(a). <br />Notwithstanding Ute foregoing, Buyer may not rely on the failure of any condition set forth in <br />Section 7.1 to be satisfied if such failure was principally caused by Buyers or Charters failure to <br />act in good faith or a breach ofor failure to perform any of its representations, warranties, covenants <br />or other obligations in accordance with the terms of this Agreement. <br />(b) Upset Date. If the Closing shall not have occurred on or prior to the Upset <br />Date as extended as provided in Section 8.1(a)(3) or Section 8.1(a)(4), unless the failure of the <br />Closing to occur was principally caused by any Buyers or Chances failure to act in good faith or <br />abreach of or failure to perform any of its representations, warranties, covenants or other obligations <br />in accordance with the terms of this Agreement. <br />9.4 Effect of Temtination. If this Agreement is terminated as provided in this Section <br />9, then this Agreement will forthwith become null and void and there will be no liability on the part <br />ofany party to any other parry or any other Person in respect thereof, provided that: <br />(a) Survivine Obligations. The obligations of the patties described in <br />Sections 6.2, 9.4, 9.5 and 11.1 (and all other provisions of this Agreement relating to expenses) will <br />survive any such termination. <br />(b) Withdrawal ofAmlications. All filings, applications and other submissions <br />relating to the consummation ofthe transaction contemplated hereby shall, to the extent practicable; <br />be withdrawn from the Governmental Authority or other person to whom made. <br />(c) Willful Breach by Buver. No such termination will relieve Buyer from <br />liability for a willful breach by Buyer ofthis Agreement (which shall in all events include, without <br />limitation, a failure to pay the Cash Consideration or the Equity Consideration and discharge the <br />Senior Debt and the Credit Agreement). If Sellers terminate this Agreement pursuant to Section <br />9.2(a) because Buyer wrongfully refuses to close after all conditions precedent to its obligations <br />have been satisfied, (i) Buyer shall, immediately upon written notice from Sellers of such breach, <br />make a payment in cash (by wire transfer of immediately available foods to an account or accounts <br />designated by Sellers) to Sellers of Two Hundred Million Dollars ($200,000,000); and (ii) in <br />addition to such payment. Sellers and Falcon shall have all rights and remedies available at law and <br />equity, including additional monetary damages (for example, to compensate the Sellers for any <br />ucol."n"I atvnoN 64 <br />