Common use of Conditions of Termination Clause in Contracts

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated by written notice at any time before the Closing: (a) by mutual consent of the Seller and the Buyer; (b) by the Buyer if any Seller has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to the Seller (provided that the Buyer is not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for (1) a breach which by its nature cannot be cured or (2) a failure to make delivery of stock certificates evidencing the shares of Summit View in accordance with Section 9.11(a)) such that the conditions set forth in Section 9.1 or Section 9.2 hereof, as the case may be, will not be satisfied; (c) by the Seller if any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to the Buyer (provided that the Seller is not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 8.1 or Section 8.2 hereof, as the case may be, will not be satisfied; (d) by the Seller or the Buyer if there shall be a final, non-appealable order of a court of competent jurisdiction in the United States in effect preventing, restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby; (e) by the Buyer if the consent of the STB shall not have been granted and all appeals of such determination shall have been taken and unsuccessful; or (f) by the Seller or the Buyer if the Closing shall not have been consummated within nine months after the date hereof; provided that the right to terminate this Agreement under this Section 10.1(f) shall not be available to any party if the failure of the Closing to have occurred was primarily due to the failure of such party to perform any of its obligations under this Agreement.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated by written notice at any time before the Closing:contrary (a) by By mutual written consent of the Seller Company and the Buyer; (b) by By the Buyer Buyer, if any Seller the Company has materially breached any representation, warranty, covenant covenant, or agreement contained in this Agreement Agreement, and has not not, in the case of a breach of a covenant or agreement, cured such breach breach, in all material respects, within thirty fifteen (3015) days after written notice to the Seller Company (provided that the Buyer is not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for (1) a breach which by its nature cannot be cured or (2) a failure to make delivery of stock certificates evidencing the shares of Summit View in accordance with Section 9.11(a)) such that the conditions set forth in Section 9.1 or Section 9.2 hereof, as the case may be, will not be satisfied; (c) by the Seller if any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to the Buyer (provided that the Seller is not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which that by its nature cannot be cured), such that the conditions set forth in Article XIII hereof will not be satisfied; (c) By the Company, if the Buyer has materially breached any representation, warranty, covenant, or agreement contained in this Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach, in all material respects, within fifteen (15) days after written notice to the Buyer (provided that the Company is not then in material breach of the terms of this Agreement and provided, further, that no cure period shall be required for a breach that by its nature cannot be cured) such that the conditions set forth in Section 8.1 or Section 8.2 hereof, as the case may be, Article XII will not be satisfied; (d) by By the Seller Company or the Buyer if if: (i) there shall be a final, non-appealable order nonappealable Order of a federal or state court of competent jurisdiction in the United States in effect preventing, restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated hereby;; or (ii) there shall be any final action taken or any Law, statute, rule, regulation, or Order enacted, promulgated, or issued or deemed applicable to the transactions contemplated hereby by any Governmental Entity that would make consummation of the transactions contemplated hereby illegal; or (e) by By the Buyer if the consent of the STB shall not have been granted and all appeals of such determination shall have been taken and unsuccessful; or (f) by the Seller Company or the Buyer if the Closing shall not have been consummated within nine months after the date hereof; by September 30, 2014, for any reason, provided that the right to terminate this Agreement under this Section 10.1(f14.01(e) shall not be available to any party if Party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to have occurred was primarily due to the failure of occur on or before such party to perform any of its obligations under this Agreementdate.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated by written notice at any time before the Closing: (a) by mutual consent written agreement of the Seller Company and the BuyerParent; (b) by the Buyer Company or Parent if the Closing shall not have been consummated prior to August 31, 2007 (the “Termination Date”); provided that the Parent or the Stockholders’ Representative may extend such date by one (1) additional month if the conditions set forth in Sections 11.2 and 11.4 are the only conditions remaining to be satisfied on such date (other than those conditions that are capable of being satisfied only as of the Closing) and such party reasonably believes in good faith that such conditions are likely to be satisfied within such additional one-month period; and further provided that the right to terminate this Agreement under this Section 14.1 shall not be available to any Seller party whose failure to fulfill any material obligation under this Agreement has breached been both willful and the cause of, or resulted in, the failure of the Closing to occur on or before such date; (c) by the Company, provided that the Company is not then in breach of any representationof its obligations hereunder, warranty, if (i) Parent fails to perform in all material respects any covenant or agreement contained in this Agreement when performance thereof is due and has does not cured such breach cure the failure within thirty (30) days after the Company delivers written notice thereof, or (ii) any other condition in Article XI or Article XII has not been satisfied and is not capable of being satisfied prior to the Seller (provided that the Buyer is not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for (1) a breach which by its nature cannot be cured or (2) a failure to make delivery of stock certificates evidencing the shares of Summit View in accordance with Section 9.11(a)) such that the conditions set forth in Section 9.1 or Section 9.2 hereof, as the case may be, will not be satisfiedTermination Date; (cd) by the Seller Parent, provided that neither Parent nor Merger Sub is then in breach of any of its obligations hereunder, if (i) the Company fails to perform in all material respects any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement when performance thereof is due and has does not cured such breach cure the failure within thirty (30) days after the Parent delivers written notice thereof, or (ii) any other condition in Article XI or Article XIII has not been satisfied and is not capable of being satisfied prior to the Buyer (provided that the Seller is not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 8.1 or Section 8.2 hereof, as the case may be, will not be satisfied;Termination Date, (de) by the Seller Company or the Buyer if Parent if: (i) there shall be a final, non-appealable order of a federal or state court of competent jurisdiction in the United States in effect preventing, restraining, enjoining (that is not the result of any Action initiated by the terminating Party or otherwise prohibiting any of its Affiliates) preventing consummation of the transactions contemplated hereby; ; or (eii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by the Buyer if the consent any Governmental Entity which would make consummation of the STB shall not have been granted and all appeals of such determination shall have been taken and unsuccessful; ortransactions contemplated hereby illegal; (f) by the Seller Parent or the Buyer if Company in the Closing shall event that the Company fails to obtain the Required Shareholder Vote and to deliver true and complete evidence thereof not have been consummated within nine months after later than the close of business on the 30th day following the date hereof; provided that or (g) by the right Company if the Commitment Letter is terminated and not replaced in full within thirty (30) Business Days thereafter by one or more new commitment letters from alternate financing sources. The party desiring to terminate this Agreement under pursuant to this Section 10.1(f) Article XIV shall not be available to any party if the failure give written notice of the Closing to have occurred was primarily due such termination to the failure of such other party to perform any of its obligations under this Agreementin accordance with Section 16.8 hereof.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated by written notice at any time before the Closing: (a) by By mutual consent of the Seller Sellers and the Buyer; (b) by By the Buyer on or after September 30, 1999, if any Seller has breached any representation, warranty, covenant or agreement condition contained in this Agreement and Article XIII (other than Section 13.3(b)) has not cured such breach within thirty (30) days after written notice to the Seller (provided that the Buyer is not then in material breach of the terms of this Agreementbeen satisfied or waived; and provided, furtherhowever, that no cure period shall be required for (1) a breach which by its nature cannot be cured or (2) a failure to make delivery of stock certificates evidencing the shares of Summit View in accordance with Section 9.11(a)) such that the conditions set forth in Section 9.1 or Section 9.2 hereof, as the case may be, will not be satisfied; (c) by the Seller if any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to the Buyer (provided that the Seller is not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 8.1 or Section 8.2 hereof, as the case may be, will not be satisfied; (d) by the Seller or the Buyer if there shall be a final, non-appealable order of a court of competent jurisdiction in the United States in effect preventing, restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby; (e) by the Buyer if the consent of the STB shall not have been granted and all appeals of such determination shall have been taken and unsuccessful; or (f) by the Seller or the Buyer if the Closing shall not have been consummated within nine months after the date hereof; provided that the right to terminate this Agreement under this Section 10.1(f14.1(b) shall not be available to any party the Buyer if the its failure of the Closing to have occurred was primarily due to the failure of such party to perform fulfill or comply with any of its obligations under this Agreement shall have been the reason that the Closing shall not have been consummated on or before said date; (c) By the Sellers on or after September 30, 1999, if any condition contained in Article XII (other than Sections 12.1, 12.2, 12.3(b) or 12.7) has not been satisfied or waived; provided, however, that the right to terminate this Agreement under this Section 14.1(c) shall not be available to the Sellers if their failure to fulfill or comply with any of their obligations under this Agreement shall have been the reason that the Closing shall not have been consummated on or before said date; (d) By the Buyer or the Sellers, if any U.S. or Canadian court or other Governmental Authority has issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action has become final and non-appealable; (e) By the Buyer or the Sellers, as applicable, on or after September 30, 1999, if the condition set forth in Section 13.3(b) and 12.3(b), respectively, has not been satisfied or waived; provided, however, that the right to terminate this Agreement under this Section 14.1(e) shall not be available to the terminating party if its failure to fulfill or comply with any of its obligations or conditions under this Agreement shall have been the reason that the Closing shall not have been consummated on or before said date; (f) By the Sellers, if the Buyer fails to fulfill any condition set forth in Sections 12.1, 12.2 or 12.7, the Sellers provide the Buyer written notice of such failure and the Buyer has failed within fifteen (15) days after such notice to have fulfilled such condition or provide adequate assurance to the Sellers of the Buyer's ability to fulfill such condition (provided, that the Sellers are not then in breach of the terms of this Agreement); (g) by either the Buyer or the Sellers, upon the Sellers entering into any binding agreement with respect to an Alternative Transaction; (h) by the Buyer pursuant to Section 6.6; or (i) by the Buyer pursuant to Section 9.8(b) or (c). If the Buyer or the Sellers terminate this Agreement pursuant to the provisions hereof, such termination will be effected by written notice to the other party specifying the provision hereof pursuant to which such termination is made.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated by written notice at any time before the Closing: (a) by mutual consent of the Seller Company and the BuyerParent; (b) by the Buyer Company or Parent if Parent's stockholders fail to approve an increase in the authorized number of shares of Parent Stock at the annual meeting of Parent's stockholders to be held May 15, 2006 (or any Seller adjournment thereof); (c) by Parent if the Company has breached any representation, warranty, covenant or agreement contained in this Agreement and has as a result of such breach the conditions set forth in Sections 12.1 (assuming the accuracy of such representation or warranty were also measured for purposes of Section 12.1 as of the date hereof) and 12.2 hereof, as the case may be, would not then be satisfied; provided, however, that if such breach is curable by the Company within sixty (60) days through the exercise of its reasonable best efforts, then for so long as the Company continues to exercise such reasonable best efforts Parent may not terminate this Agreement under this Section 13.1(c) unless such breach is not cured such breach within thirty sixty (3060) days after from written notice to the Seller Company of such breach (provided provided, that the Buyer is Parent and Merger Sub are not then in material breach of the terms of this Agreement); and provided, further, that no cure period shall be required if such breach is not a result of an action taken by, or an omission by, the Company or any of its Subsidiaries and is curable by the Company through the exercise of its reasonable best efforts, then for (1so long as the Company continues to exercise such reasonable best efforts Parent may not terminate this Agreement under this Section 13.1(c) a unless such breach which by its nature canis not be cured or (2) a failure to make delivery of stock certificates evidencing the shares of Summit View in accordance with Section 9.11(a)) at such time that the all other conditions set forth in Section 9.1 Article XII have been satisfied or Section 9.2 hereof, as the case may be, will not be satisfied; (c) by the Seller if any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to the Buyer (provided that the Seller is not then in material breach of the terms of this Agreementwaived; and provided, provided further, that no cure period shall be required for a breach which by its nature cannot be cured; (d) by the Company if Parent or Merger Sub has breached any representation, warranty, covenant or agreement contained in this Agreement and as a result of such that breach the conditions set forth in Sections 11.1 (assuming the accuracy of such representation or warranty were also measured for purposes of Section 8.1 or Section 8.2 11.1 as of the date hereof) and 11.2 hereof, as the case may be, will would not then be satisfied; provided, however, that if such breach is curable by Parent within sixty (60) days through the exercise of its reasonable best efforts, then for so long as Parent continues to exercise such reasonable best efforts the Company may not terminate this Agreement under this Section 13.1(d) unless such breach is not cured within sixty (60) days from written notice to Parent of such breach (provided, that the Company is not then in material breach of the terms of this Agreement); provided, further, that if such breach is not a result of an action taken by, or omission by, the Parent or any of its Subsidiaries and is curable by Parent through the exercise of its reasonable best efforts, then for so long as Parent continues to exercise such reasonable best efforts Parent may not terminate this Agreement under this Section 13.1(d) unless such breach is not cured at such time that all other conditions set forth in Article XI have been satisfied or waived; and provided further, that no cure period shall be required for a breach which by its nature cannot be satisfiedcured); (de) by the Seller Company or the Buyer if Parent if: (i) there shall be a final, non-appealable order of a federal or state court of competent jurisdiction in the United States in effect preventing, restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated hereby; ; or (eii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by the Buyer if the consent any Governmental Entity which would make consummation of the STB shall not have been granted and all appeals of such determination shall have been taken and unsuccessful; ortransactions contemplated hereby illegal; (f) by the Seller Company or the Buyer Parent if the Closing shall not have been consummated within nine months after prior to the first anniversary of the date hereof; provided that the right to terminate this Agreement under this Section 10.1(f13.1(f) shall not be available to any party if whose failure to fulfill any material obligation under this Agreement has been both willful and the cause of, or resulted in, the failure of the Closing to have occurred was primarily due occur on or before such date; or (g) by Parent in the event that the Company fails to obtain the Required Merger Stockholder Vote and deliver true and complete evidence thereof together with a certificate from the Corporate Secretary of the Company certifying to the failure same, not later than the close of such party to perform any of its obligations under this Agreementbusiness on the date hereof by the Parties hereto.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated by written notice at any time before the Closing: (a) by mutual consent of the Seller Sellers and the BuyerBuyers; (b) by the Buyer Buyers if any Seller has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to the Seller Sellers (provided that the Buyer is Buyers are not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for (1) a breach which by its nature cannot be cured or (2) a failure to make delivery of stock certificates evidencing the shares of Summit View in accordance with Section 9.11(a)cured) such that the conditions set forth in Section 9.1 or Section 9.2 hereof, as the case may be, will not be satisfied; (c) by the Seller Sellers if any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to the such Buyer (provided that the Seller is Sellers are not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 8.1 or Section 8.2 hereof, as the case may be, will not be satisfied; (d) by the Seller Sellers or the Buyer if Buyers if: (i) there shall be a final, non-appealable order of a federal or state court of competent jurisdiction in the United States in effect preventing, restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated hereby;; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (e) by the Buyer if the consent of the STB shall not have been granted and all appeals of such determination shall have been taken and unsuccessful; or (f) by the Seller Sellers or the Buyer Buyers if the Closing shall not have been consummated within nine months after the date hereofby June 30, 2005; provided that the right to terminate this Agreement under this Section 10.1(f10.1(e) shall not be available to any party if whose failure to fulfill any material obligation under this Agreement has been both willful and the cause of, or resulted in, the failure of the Closing to have occurred was primarily due to the failure of occur on or before such party to perform any of its obligations under this Agreementdate.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated by written notice at any time before the ClosingClosing Date: (a) by mutual consent agreement of each of the Seller Company and the Buyer; (b) by the Buyer if Company or any Seller Member has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to the Seller (provided that the Buyer is not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for (1) a breach which by its nature cannot be cured or (2) a failure to make delivery of stock certificates evidencing the shares of Summit View in accordance with Section 9.11(a)) such that the conditions set forth in Section 9.1 10.1 or Section 9.2 hereof10.2, as the case may be, will would not be satisfied; (csatisfied as of any date following the date hereof; provided, however, that Buyer may not terminate this Agreement pursuant to this Section 11.1(b) by the Seller if any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach has been cured within thirty ten (3010) days Business Days after written notice by Buyer to Company and the Buyer (provided that Members informing Company and the Seller is not then in material breach Members of the terms of this Agreement; such breach, it being understood and provided, further, agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that Buyer may not terminate this Agreement pursuant to this Section 11.1(b) if Buyer is then in material breach of the terms of this Agreement; (c) by the Company and the Members if Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement, such that the conditions set forth in Section 8.1 9.1 or Section 8.2 hereof9.2, as the case may be, will would not be satisfiedsatisfied as of any date following the date hereof; provided, however, that Company and the Members may not terminate this Agreement pursuant to this Section 11.1(c) if any such breach has been cured within ten (10) Business Days after written notice by the Company and the Members to Buyer informing Buyer of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that Company and the Members may not terminate this Agreement pursuant to this Section 11.1(c) if it is then in material breach of the terms of this Agreement; (d) by the Seller or the Buyer Company, Buyer, if (i) there shall be a final, non-appealable order of a foreign, federal or state court of competent jurisdiction in the United States in effect preventing, restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Authority which would make consummation of the transactions contemplated hereby illegal; (e) by the Buyer Buyer, if the consent of the STB Closing shall not have been granted and all appeals occurred on or before December 31, 2012 (the “Outside Date”); provided, however, that termination of such determination this Agreement pursuant to this Section 11.1(e) shall not be available to Buyer if Buyer shall have failed to fulfill any material obligation imposed upon Buyer under this Agreement, which failure has been taken both willful and unsuccessfulthe cause of, or resulted in, the failure of the Closing to be consummated on or before the Outside Date; orand (f) by the Seller or the Buyer Company, if the Closing shall not have been consummated within nine months after occurred on or before December 31, 2012 (the date hereof“Outside Date”); provided provided, however, that the right to terminate termination of this Agreement under pursuant to this Section 10.1(f11.1(f) shall not be available to Company if Company or any party if of the Members shall have failed to fulfill any material obligation imposed upon Company under this Agreement, which failure has been both willful and the cause of, or resulted in, the failure of the Closing to have occurred was primarily due to be consummated on or before the failure of such party to perform any of its obligations under this AgreementOutside Date.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated by written notice at any time before the Closing: (a) by By mutual consent of the Seller and the Buyer; (b) by By the Buyer Buyer, if any the Seller has breached any representation, warranty, covenant or agreement contained in this Agreement and has not not, in the case of a breach of a covenant or agreement, cured such breach within thirty ten (3010) days Business Days after written notice to the Seller (provided that the Buyer is not then in material breach of the terms of this Agreement; , and provided, further, that no cure period shall be required for (1) a breach which by its nature cannot be cured or (2) a failure to make delivery of stock certificates evidencing the shares of Summit View in accordance with Section 9.11(a)) such that the conditions set forth in Section 9.1 or Section 9.2 hereof, as the case may be, will not be satisfied; (c) by the Seller if any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to the Buyer (provided that the Seller is not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 8.1 10.1 or Section 8.2 10.2 hereof, as the case may be, will not be satisfied; (c) By the Seller, if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach within ten (10) Business Days after written notice to the Buyer (provided that the Seller is not then in material breach of the terms of this Agreement, and provided further that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 9.1 or Section 9.2 hereof, as the case may be, will not be satisfied; (d) by By the Seller or the Buyer if if: (i) there shall be a final, non-appealable order of a federal or state court of competent jurisdiction in the United States in effect preventing, restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated hereby;; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (e) by the Buyer if the consent of the STB shall not have been granted and all appeals of such determination shall have been taken and unsuccessful; or (f) by By the Seller or the Buyer if the Closing shall not have been consummated within nine months after the date hereofby June 30, 2003; provided that the right to terminate this Agreement under this Section 10.1(f11.1(e) shall not be available to any party if whose failure to fulfill any material obligation under this Agreement has been both willful and the cause of, or resulted in, the failure of the Closing to have occurred was primarily due to the failure of occur on or before such party to perform any of its obligations under this Agreementdate.