Sample Share Purchase And Share Holder Agreement Page 25
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77representations or warranties of the Government, the Company or any of their
Representatives (other than those and to the extent set forth in Article 6 and 7).
ARTICLE – 10
TERMINATION
10.1
This Agreement may be terminated on or prior to the Closing Date as follows:
(a)
By written consent of each of Government the Strategic Partner and the
Principals; or
(b)
By Government in the event that the Strategic Partner or the Principal(s) fails to
fulfill any of its Conditions Precedents or fails to fulfill any of its obligations at Closing;
or
(c)
By the Strategic Partner in the event that Government fails to fulfill any of its
Conditions Precedents or fails to fulfill any of its obligations at Closing by the Closing
Time; or
(d)
By Government if an Event of Bankruptcy occurs in relation to the Strategic
Partner or Principal(s) or any of their respective Affiliates and/or if there is any breach on
or after the date hereof of any of the Strategic Partner’s and the Principal(s)
representation and warranties contained herein.
10.2.1 The termination of this Agreement pursuant to Clause 10.1(b) and (c) hereof shall
be effected by the Party terminating this Agreement by delivering 3 (three) days’ prior
written notice of such termination to the other Parties. If this Agreement so terminates, it
shall become null and void and have no further force or effect, except as provided in
Clause 10.3.
10.2.2 In the event Government terminates this Agreement pursuant to the provisions of
Clause 10.1(b) and/ or 10.1(d) then the Government may in addition to termination of this
Agreement forfeit the Earnest Money, to compensate Government for the expenses
incurred in connection with the transaction contemplated in this Agreement, the delay
caused to Government’s efforts to sell the Transaction Shares and other losses that would
be incurred to the Government which the Strategic Partner and the Principal(s)
acknowledge would be a reasonable pre-estimate of the damages likely to be suffered by
the Government. The entitlement of Government to forfeit the Earnest Money in
accordance with this Clause 10.2.2 shall not limit Government's right to exercise any
other rights which it may have against the Strategic Partner and/or the Principals in
respect of such default. Government shall also be free to transfer any Equity Shares
owned by it including the Transaction Shares to any third party.
10.3
If this Agreement is terminated pursuant to Clause 10.1 or otherwise, all
obligations of Government, the Strategic Partner, the Principals and the Company under
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