Closing or Termination. In the event the Closing of this Agreement shall not take place by September 15, 1999, then any party shall have the right to terminate this Agreement, in which event no party shall have any further right or obligation as against any other.
Closing or Termination. In the event the Closing of this Agreement ------------------------ shall not take place due to failure of any condition of Closing required herein, then any party shall have the right to terminate this Agreement, in which event no party shall have any further right or obligation as against any other. If Whitco shall fail to close for any reason other than failure of any condition of Closing required herein to be performed on the part of Wentworth, Whitco shall pay to Wentworth a break-up fee of $25,000 in cash. If Wentworth shall fail to close for any reason other than failure of any condition of Closing required herein to be performed on the part of Whitco, Wentworth shall pay to Whitco a break-up fee of $25,000 in cash.
Closing or Termination. In the event the Closing of this Agreement shall not take place by July 31, 2000, due to failure of any condition of closing required herein, then any party shall have the right to terminate this Agreement, in which event no party shall have any further right or obligation as against any other. If WCIN shall fail to close for any reason other than solely as a result of the failure of any condition of closing required herein to be performed on the part of WCID or Medical, then WCIN shall pay to Medical the reasonable costs for legal fees incurred in connection with the proposed Merger, such sum not to exceed $75,000, plus reasonable disbursements.
Closing or Termination. (a) In the event the Closing of this Agreement shall not take place by July 28, 2002, then any party shall have the right to terminate this Agreement in which event no party shall have any further right or obligation as against any other, except as set forth in Section 11(b).
(b) In the event this Agreement fails to close on or before July 28, 2002 for any reason, then RxBazaar agrees to abide by the terms of the letter agreement between SB Merger and RxBazaar dated January 30, 2002, regarding the payment of break-up fees to SB Merger (such letter agreement as amended from time to time, the "Fee Agreement"). The parties agree that the break-up fee shall be construed as liquidated damages and shall be RxBazaar's sole liability in connection with any termination or abandonment of this Agreement.
Closing or Termination. In the event the Closing of this Agreement shall not take place by July 31, 2000, due to failure of any condition of closing required herein, then any party shall have the right to terminate this Agreement, upon written notice to the other parties, in which event no party shall have any further right or obligation as against any other. If either Logical or Color shall fail to close for any reason other than solely as a result of the failure of any condition of closing required herein to be performed on the part of LAC, CAC or Advatex, then Logical and Color, jointly and severally, shall pay to Advatex the reasonable costs for legal fees incurred in connection with the proposed Mergers, such sum not to exceed $25,000, plus reasonable disbursements.
Closing or Termination. In the event the Closing of this Agreement shall not take place due to failure of any condition of Closing required herein, then any party shall have the right to terminate this Agreement, in which event no party shall have any further right or obligation as against any other.
Closing or Termination. (a) The closing of the transactions contemplated hereby (the "Closing") shall occur at the office of Seller on the later of (i) June 30, 2007, (ii) two (2) working days after satisfaction of all conditions to Closing, or (iii) five (5) working days after expiration (or waiver, if earlier) of any applicable preferential purchase rights or consent to assign period. Notwithstanding any provision herein to the contrary, in no event shall the Closing occur later than July 31, 2007. If the transactions contemplated by the Membership Interest Purchase Agreement between Buyer and Forest Alaska Holding LLC have not closed prior to Closing, for any reason, then Buyer and Seller may each elect to terminate this Agreement. Unless otherwise waived in writing prior to the Closing, the obligation of Buyer to complete the Closing is subject to receipt by Buyer of (i) the proceeds of the debt financing contemplated by the commitment letter to the Buyer, dated the date hereof, a copy of which has been provided to Seller, or alternative financing sufficient to fund the transactions contemplated herein and in the Membership Interest Purchase Agreement, and (ii) the required consent under the PERL Credit Agreement (collectively, the "Debt Conditions"). At the Closing, the following shall occur:
(i) Buyer shall deliver to the Seller the Preliminary Sum, either in cash or in the form of the Stock Consideration, or a combination thereof.
(ii) Seller shall execute and deliver such instruments of assignment, bills of sale and other title transfer documents with respect to the Assets to Buyer on forms reasonably satisfactory to Seller and Buyer whereby Seller warrants the title to the Assets by, through and under Seller, but not otherwise, subject to the remaining provisions of this Agreement. Seller shall also deliver to Buyer stock certificates representing the CIPL Shares, duly endorsed for transfer.
(iii) If Stock Consideration is to be paid to Seller, Buyer and Seller shall have executed a Share Acquisition and Registration Rights Agreement, consistent with industry standard terms and conditions.
(iv) seller shall execute and deliver such other conveyances, assignments, instruments of transfer or forms required by governmental agencies or such other instrument reasonably necessary to accomplish the purposes of this Agreement.
(b) If this Agreement does not close on the date specified above or is terminated other than (i) by mutual agreement of the Parties, (ii) by either party ...
Closing or Termination. The closing of this Agreement shall be deemed to take place simultaneously with the closing under the Registration Statement and approval for quotation on the NASD OTC Bulletin Board. In the event the Closing of this Agreement shall not take place by sixty (60) days from the date hereof, time being of the essence, then any Party shall have the right to terminate this Agreement in which event no Party shall have any further right or obligation as against any other.
Closing or Termination. (a) The Transaction contemplated by this Agreement shall be completed on the Closing Date, if the Closing Date falls on or before February 5, 2009.
(b) If the Transaction has not been completed by February 5, 2009, the Exxxxxx Money shall be refunded by Seller to Purchaser no later than February 10, 2009, and, following this refund, the Agreement shall be terminated, with no Party having any further obligation to any other Party under or in connection with the Agreement. If the refund is not timely made, Falcon may proceed against the security provided under Section 2.5.
Closing or Termination. In the event the Closing of this Agreement shall not take place due to failure of any condition of Closing required herein, then any party shall have the right to terminate this Agreement, in which event no party shall have any further right or obligation as against any other. If LMI shall fail to close for any reason other than failure of any condition of Closing required herein to be performed on the part of Cheshire or Linsang Mergerco, LMI shall pay to Cheshire a break-up fee of $25,000 in cash. If Cheshire or Linsang Mergerco shall fail to close for any reason other than failure of any condition of Closing required herein to be performed on the part of LMI, Cheshire shall pay to LMI a break-up fee of $25,000 in cash. Notwithstanding anything in this section to the contrary LMI shall not be liable to Cheshire for a break-up fee if it has terminated this Agreement pursuant to Sections 12.6 or 12.7 and Cheshire shall not be liable to LMI for a break-up fee if it has terminated this Agreement pursuant to Sections 12.6 or 12.7.
