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 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: (a) by the mutual written consent of Purchaser Buyer 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):; (ab) by either Purchaser Buyer or Seller if (i) the non-terminating other party is in material breach of any material provision of this Agreement and such breach shall is not have been cured within ten fifteen (1015) days of receipt by such party of written notice thereof from the terminating party of such breach]; non-breaching party, which breach would give rise to a failure to satisfy any condition set forth in SECTION 8.1(A) and (iiB), and SECTION 8.2(A) and (B), PROVIDED, that the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; (bc) by either Purchaser Buyer or Seller if (i) the Closing has not occurred on or prior to March 21June 30, 2005, 2004 (the "OUTSIDE CLOSING DATE") for any reason; and (ii) , PROVIDED, that the terminating party is not, on shall not have breached its obligations hereunder in any manner that shall have contributed to the date failure to consummate the Closing by such date; (d) by Seller if the Buyer has provided notice under Section 7.10 of termination, in information that would lead to a material breach of any material provision a representation or warranty under Article IV and the Seller and Buyer have after discussions in good faith failed to agree on a resolution or waiver of this Agreementsuch breach; and (ce) by either Purchaser Buyer or Seller if (i) satisfaction of a closing condition of the terminating party in Article 7 ARTICLE 8 is impossible; and (ii) , PROVIDED, that 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 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 the mutual written consent of Purchaser and Seller; (b) by either Purchaser or Seller if (i) (A) 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 thirty (1030) days of receipt by such party of written notice from the terminating party of such breach]breach or (B) the non-terminating party is in breach of Section 6.3; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; (bc) by either Purchaser or Seller if (i) the Closing has not occurred on or prior to March 21, 2005, the date that is sixty (60) days after the date hereof (the "OUTSIDE CLOSING DATEOutside 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 (cd) by either Purchaser or Seller if (i) satisfaction of a closing condition of the terminating party in Article 7 9 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 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 DATEOutside 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.