Common use of Circumstances for Termination Clause in Contracts

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 Purchaser and Sellerthe Requisite Shareholders; (b) by either Purchaser or Seller the Requisite Shareholders if (i) the non-terminating party is in breach material Breach of any material provision of this Agreement, which breach would cause any of the conditions set forth in Article 9 not to be satisfied Agreement and such breach Breach shall not have been cured within thirty (30) days of receipt by such party of written notice from the terminating party of such breachBreach; and (ii) the terminating party is not, on the date of termination, in material breach Breach of any material provision of this Agreement; (c) by either Purchaser or Seller the Requisite Shareholders if (i) the Closing has not occurred on or prior to January 31, 2008the Closing Date (as determined pursuant to Section 1.2) for any reason; provided, however, that the right to terminate this Agreement under this Section 10.1(cand (ii) 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 terminating party to occur fulfill any obligation under this Agreement has not been the cause of, or resulted in, the failure of the closing of the transactions contemplated by this Agreement to have occurred on or before such datethe Closing Date (as determined pursuant to Section 1.2); andor (d) by either Purchaser or Seller the Requisite Shareholder if an Order or Legal Requirement (i) satisfaction of a closing condition of the terminating party in Article 11 is in effect having impossible; and (ii) the effect terminating party is not, on the date of permanently restraining, enjoining or otherwise prohibitingtermination, in a material respect, the consummation Breach of the Transaction, which Legal Requirement or Order is final and nonappealableany 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 Purchaser Buyer and SellerSellers; (b) by either Purchaser Buyer or Seller Sellers 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 6 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 Buyer or Seller Sellers if the Closing has not occurred on or prior to January July 31, 20082016; provided, however, that the right to terminate this Agreement under this Section 10.1(c7.1(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 Buyer or Seller Sellers 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 nonappealablenon-appealable.

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 Buyer and Seller; (b) by either Purchaser Buyer 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 6 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 Buyer or Seller if the Closing has not occurred on or prior to January 31June 30, 20082016; provided, however, that the right to terminate this Agreement under this Section 10.1(c7.1(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 Buyer 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.