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: (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. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such terminationnotice: (a) by the mutual written consent of Purchaser Buyer and Seller; (b) by either Purchaser Buyer or Seller, Seller if (i) the non-terminating other 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) Agreement, provided, that the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and (c) by either Buyer or Seller or Purchaser, if (i) the Closing has not occurred on or prior to May 31August 19, 2007 2006 (the “Outside Closing Date”) for any reason and (ii) reason, provided, that the terminating party seeking shall not have breached its obligations hereunder in any manner that shall have contributed to terminate this Agreement hereunder has not caused such the failure to closeconsummate the Closing by such date.