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 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 ClosingEffective Time, 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 Parties under this Agreement, at law or in equity): (a) by the mutual written consent of Parent, Purchaser Parent and Sellerthe Company; (b) by either Parent, Purchaser or Seller if Parent if: (i) the non-terminating party Company or any of the Key Stockholder 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 breachAgreement; and (ii) the terminating party is Parent and Merger Sub are not, on the date of termination, in material breach of any material provision of this Agreement; (c) by the Company if: (i) Parent or Merger Sub is in material breach of any material provision of this Agreement; and (ii) the Company and the Key Stockholder are not, on the date of termination, in material breach of any material provision of this Agreement; (d) by either Parent, Purchaser Parent or Seller if the Company if: (i) the Closing closing of the Merger has not occurred on or prior to December August 31, 2012 (the “Outside Closing Date”) 2005 for any reason; and (ii) the terminating party Party is not, on the date of termination, in material breach of any material provision of this Agreement; and (de) by either Parent, Purchaser Parent or Seller if the Company if: (i) satisfaction of a closing condition of the terminating party Party in Article 7 11 is impossible; and (ii) the terminating party 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 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 Party is in material breach of any material provision of this Agreement and such breach shall not have been cured within ten twenty (1020) days of receipt by such party Party of written notice from the terminating party Party of such breach; and (ii) the terminating party 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 31July 1, 2012 2015 (the “Outside Closing Date”) for any reason; and (ii) the terminating party 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 Party in Article 7 VII is impossible; and (ii) the terminating party 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 SellerSellers; (b) by either Parent, Purchaser or Seller Sellers 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 sixty (1060) 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 Sellers if (i) the Closing has not occurred on or prior to December 31, 2012 2010 (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 Sellers if (i) satisfaction of a closing condition of the terminating party in Article 7 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.