Form Apa - Asset Purchase Agreement Page 37
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covenant of Seller contained in Section 6.8) or agreement to be complied with or
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performed by Seller pursuant to the terms of this Agreement or the failure as a result of
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the actions or inaction of Seller of a condition set forth in Article VIII to be satisfied (and
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such condition is not waived in writing by Buyer) on or prior to the Closing Date, or the
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occurrence of any event which results or would result in the failure of a condition set
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forth in Article VIII (other than the condition set forth in Section 8.3) to be satisfied on or
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prior to the Closing Date, provided that Buyer may not terminate this Agreement prior to
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the Closing if Seller has not had an adequate opportunity to cure such failure; or
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(iv)
By Seller if there is a material breach of any
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representation or warranty set forth in Article V hereof or of any covenant (other than the
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covenant of Buyer contained in Section 6.8) or agreement to be complied with or
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performed by Buyer pursuant to the terms of this Agreement or the failure as a result of
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the actions or inaction of Buyer of a condition set forth in Article VII to be satisfied (and
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such condition is not waived in writing by Seller) on or prior to the Closing Date, or the
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occurrence of any event which results or would result in the failure of a condition set
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forth in Article VII (other than for the condition set forth in Section 7.3) to be satisfied on
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or prior to the Closing Date; provided that Seller may not terminate this Agreement prior
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to the Closing Date if Buyer has not had an adequate opportunity to cure such failure.
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(b)
Effect of Termination.
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In the event of termination of this Agreement:
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(i)
Each party shall be required promptly to redeliver all
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documents, work papers and other material of any other party relating to the transactions
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contemplated hereby, whether so obtained before or after the execution hereof, to the
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party furnishing the same;
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(ii)
The provisions of the Confidentiality Agreement shall
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continue in full force and effect; and
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(iii)
No party hereto shall have any Liability to any other
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party to this Agreement, except as stated in subsections (i), (ii) and (iii) of this
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Section 11.1(b) and except for any willful breach of this Agreement occurring prior to the
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proper termination of this Agreement.
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11.2
Assignment
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Neither this Agreement nor any of the rights or obligations hereunder may be
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assigned by any party without the prior written consent of the other party, except that
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Seller may assign without such prior consent any of its rights or obligations under this
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Agreement to any one or more of Seller's Affiliates. Subject to the foregoing, this
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Agreement shall be binding upon and inure to the benefit of the parties hereto and their
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respective successors and permitted assigns, and no other person shall have any right,
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benefit or obligation under this Agreement as a third party beneficiary or otherwise.
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