Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination:
12.1.1. by the mutual written consent of Purchaser and Seller;
12.1.2. by either Purchaser or Seller, if the non-terminating Party is in breach of its obligation to consummate the Transactions and such breach has not been cured within three Business Days of receipt by such Party of written notice from the terminating Party of such breach;
12.1.3. by either Purchaser or Seller, if any of the representations and warranties of the other Party contained in this Agreement fail to be true and correct, or if the other Party has breached a covenant, obligation or agreement set forth in this Agreement, in each case, such that the condition set forth in Section 10.1.1 or 10.2.1, respectively, would not be satisfied and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue uncured for a period of 60 days after the non-terminating Party has received written notice from the terminating party of the occurrence of such failure or breach (provided that in no event shall such 60 day period extend beyond the Drop Dead Date); or
12.1.4. by either Seller or Purchaser, if (a) the Closing has not occurred on or prior to June 13, 2011 (the “Drop Dead Date”) for any reason and (b) a breach of this Agreement by the Party seeking to terminate this Agreement hereunder has not primarily caused such failure to close; provided, however, that if on the Drop Dead Date the condition set forth in Section 10.3.2 shall not have been satisfied but all other conditions to the Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the condition set forth in Section 10.3.2, then Purchaser and Seller may mutually agree to extend the Drop Dead Date an additional 90 days (such extension, the “Drop Dead Date Extension”).
Circumstances for Termination. On or prior to the Closing Date, in the opinion of the Lead Underwriters (after consultation with NRPLC, if practicable), none of the circumstances described in Clause 14.1(c) or 14.1(d) having arisen;
Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination (without prejudice to other remedies which may be available to the parties under this Agreement, at law or in equity):
(a) by the mutual written consent of Purchaser and Seller;
(b) by either Purchaser or Seller if (i) the non-terminating party is in breach of any provision of this Agreement, which breach would cause any of the conditions set forth in Article 9 not to be satisfied and such breach shall not have been cured within thirty (30) days of receipt by such party of written notice from the terminating party of such breach; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement;
(c) by either Purchaser or Seller if the Closing has not occurred on or prior to January 31, 2008; provided, however, that the right to terminate this Agreement under this Section 10.1(c) shall not be available to any party whose breach of this Agreement has been a principal cause of or resulted in the failure of the Closing to occur on or before such date; and
(d) by either Purchaser or Seller if an Order or Legal Requirement is in effect having the effect of permanently restraining, enjoining or otherwise prohibiting, in a material respect, the consummation of the Transaction, which Legal Requirement or Order is final and nonappealable.
Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination (without prejudice to other remedies which may be available to the parties under this Agreement, at law or in equity):
(a) by the mutual written consent of Purchasers, on the one hand, and Company, Holdco and Sellers, on the other hand;
(b) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other hand, if (i) the non-terminating party is in material breach of any material provision of this Agreement and such breach shall not have been cured (to the extent curable) within ten (10) days of receipt by such party of written notice from the terminating party of such breach; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and
(c) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other hand, if (i) the Closing has not occurred on or prior to the Outside Closing Date for any reason; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and
(d) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other hand, if (i) satisfaction of a closing condition of the terminating party in Article VII is impossible; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement. For the avoidance of doubt, the failure of any of the representations and warranties made by Sellers, Company and Holdco in this Agreement to be true and correct in all material respects at any time on or prior to the Closing Date shall be deemed to be a material breach of a material provision of this Agreement.
Circumstances for Termination. (a) In the period of six months prior to the date of the tenth anniversary of the Effective Date (such anniversary being the Initial SHA Term Date), either of Red and/or Olive HoldCo may give written notice to each other, with a copy to the Company, stating that, in its opinion, Red and Olive HoldCo do not share an aligned vision for the future of the Business (a Vision Notice). Following delivery of a Vision Notice with effect from the Initial SHA Term Date clause 15.3(a) shall apply and the Company shall, from the Initial SHA Term Date, be entitled to (and shall) require that the provisions of the Constitution set out in Article 138(F) shall cease to apply.
(b) If a Vision Notice is not delivered in accordance with clause 15.2(a) above, in the period of three months prior to the date of the tenth anniversary following the Initial SHA Term Date (such anniversary being the Second SHA Term Expiry Date), either Red and/or Olive Holdco may give written notice of termination of this agreement to the other, with a copy to the Company. Following delivery of such a notice, with effect from the Second SHA Term Expiry Date clause 15.3(a) shall apply and the Company shall, from the Second SHA Term Expiry Date, be entitled to (and shall) require that the provisions of the Constitution set out in Article 138(F) shall cease to apply.
(c) If a notice of termination is not delivered in accordance with clause 15.2(b) above, this agreement shall continue for further successive ten-year periods from the previous term’s expiry date (each a Following SHA Period). In the period of three months prior to the expiry of any Following SHA Period, either Red and/or Olive Holdco may serve a written notice of termination of this agreement on the other with a copy to the Company. Following delivery of such a notice with effect from date of expiry of the relevant Following SHA Period clause 15.3(a) shall apply and the Company shall, from that expiry date, be entitled to (and shall) require that the provisions of the Constitution set out in Article 138(F) shall cease to apply.
(d) If Cobega Invest, S.L. breaches the terms of the Cobega Side Letter, Red shall have the right, following the Second SHA Term Expiry Date, to give notice to terminate this agreement to Olive HoldCo, with a copy to the Company. Following delivery of such a notice, with effect from the one year anniversary of the date of such notice, clause 15.3(a) shall apply and from that effective date the Company shall be enti...
Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination:
(a) by the mutual written consent of Purchaser and Seller;
(b) by either Purchaser or Seller, if (i) the non-terminating party is in material breach of any material provision of this Agreement and such breach shall not have been cured within ten (10)days of receipt by such party of written notice from the terminating party of such breach and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and
(c) by either Seller or Purchaser, if (i) the Closing has not occurred on or prior to May 31, 2007 for any reason and (ii) the party seeking to terminate this Agreement hereunder has not caused such failure to close.
Circumstances for Termination. On or prior to the Closing Date, in the opinion of the Underwriters, none of the circumstances described in Clause 14.1(c), 14.1(d), 14.1(f) or 14.1(g) having arisen.
Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by the mutual written consent of Purchaser and Seller, or by Purchaser (on behalf of itself and Merger Sub) or Seller (on behalf of itself and the Company) by delivery of written notice to the other explaining the reason for such termination (without prejudice to other remedies which may be available to the parties under this Agreement, at law or in equity):
(a) by either Purchaser or Seller if (i) the non-terminating party is in material breach of any material provision of this Agreement and such breach shall not have been cured within ten (10) days of receipt by such party of written notice from the terminating party of such breach]; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement;
(b) by either Purchaser or Seller if (i) the Closing has not occurred on or prior to March 21, 2005, (the "OUTSIDE CLOSING DATE") for any reason; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and
(c) by either Purchaser or Seller if (i) satisfaction of a closing condition of the terminating party in Article 7 is impossible; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement.
Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination (without prejudice to other remedies which may be available to the parties under this Agreement, at law or in equity):
(a) by the mutual written consent of Parent, Purchaser and Seller;
(b) by either Parent, Purchaser or Seller if (i) the non-terminating party is in material breach of any material provision of this Agreement and such breach shall not have been cured within ten (10) days of receipt by such party of written notice from the terminating party of such breach; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement;
(c) by either Parent, Purchaser or Seller if (i) the Closing has not occurred on or prior to December 31, 2012 (the “Outside Closing Date”) for any reason; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and
(d) by either Parent, Purchaser or Seller if (i) satisfaction of a closing condition of the terminating party in Article 7 is impossible; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement.
Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination (without prejudice to other remedies which may be available to the parties under this Agreement or pursuant to any Legal Requirement):
(a) by the mutual written consent of Purchaser and Seller;
(b) by Purchaser if (i) Sellers have not satisfied all of the closing conditions set forth in Section 3.2 hereof prior to December 31, 2015 (the “Drop Dead Date”), and (ii) neither Purchaser nor PCM is, on the date of termination, in material breach of any material provision of this Agreement; or
(c) by Sellers if (i) Purchaser has not satisfied all of the closing conditions set forth in Section 3.3 hereof on or prior to the Drop Dead Date, and (ii) Sellers are not, on the date of termination, in material breach of any material provision of this Agreement.
