Was surprised these weren't emphasized (bolded):
15. Termination/Unwind.
15.1 Grounds for Termination. Buyer may, at any time prior to Closing, terminate this Agreement if:
(a) any of the material representations and warranties made by Seller or Seller's Shareholder as set forth herein or otherwise in connection with this Agreement are found to be materially inaccurate, in the opinions of Buyer's legal counsel and/or independent certified public accountants; or
(b) Seller or Seller's Shareholder fail to perform any of its respective obligations pursuant to the terms of this Agreement on or before the Closing Date; or
(c) the financial information, including the audited financial statements required to be provided in accordance with Section 8.8 is not, in the sole and absolute discretion of Buyer, substantially and materially as represented and as compared with the financial information provided by Seller prior to the date of this Agreement or the Closing Date; or
(d) Buyer, in its sole and absolute discretion, determines not to consummate the proposed transactions after its due diligence review of Seller.
15.2 Procedure Upon Termination. In the event of termination and abandonment by any party hereunder, notice thereof shall forthwith be given to other parties and the transactions contemplated by this Agreement shall be terminated and/or abandoned without further action by the parties. Except as provided in Section 16 (which obligations shall survive any termination and/or abandonment of this transaction) and except for breaches or the non-fulfillment of the warranties, representations, covenants and agreements contained in this Agreement by such party, none of the parties shall have any further liability or obligation to the other under this Agreement; subject, however, to Section 29.
15.3 Unwind. If, at any time after Closing, Seller is unable to provide audited financial statements, Buyer shall be entitled to terminate and unwind this transaction by way of rescission. Acquiror shall also be entitled to terminate and unwind this transaction by way of rescission, should audited financial statements be provided that, in the opinions of Buyer's legal counsel and independent certified public accountants, vary materially from the unaudited financial statements to be provided under Section 8.8. Notice of rescission shall be effective when delivered, in writing, executed by Buyer's Chairman, with the approval of the Board of Directors. Seller, Seller's Shareholder, Buyer and TSIG shall then immediately take those steps necessary to unwind the transaction so that Seller and Buyer are in the same unrelated positions as before the Closing Date.
sec.gov
Now I've gotta go read Sections 16 and 29. |
