Conditions Permitting Termination. Subject to the provisions of Article 3 relating to the postponement of the Closing Date, either party may on or prior to the Closing Date terminate this Agreement by written notice to the other, without liability to the other, if any bona fide action or proceeding shall be pending against either party on the Closing Date that could result in an unfavorable judgment, decree or order that would prevent or make unlawful the carrying out of this Agreement.
Conditions Permitting Termination. Either party may on the Closing Date terminate this Agreement by written notice to the other, without liability to the other, if any bona fide action or proceeding shall be pending against either party on the Closing Date that could result in an unfavorable judgment, decree or order that would prevent or make unlawful the carrying out of this Agreement.
Conditions Permitting Termination. Either party may, on the Closing Date, terminate this Agreement, without liability to the other if:
(i) any bona fide action or proceeding shall be pending against either party on the Closing Date that could result in an unfavorable judgment, decree or order that would prevent or make unlawful the carrying on of this Agreement, or if any agency of the federal or state government shall have objected at or before the Closing Date to this acquisition or to any other action required by or in connection with this Agreement;
(ii) the legality and sufficiency of all steps taken and to be taken by the parties in carrying out this Agreement shall not have been reasonably approved by Buyer’s counsel as required by this Agreement;
Conditions Permitting Termination. Subject to the provisions of Article 5, either party may on or prior to the Closing Date terminate this Agreement by written notice to the other, if any bona fide action or proceeding shall be pending against either party on the Closing Date that could result in an unfavorable judgment, decree, or order that would prevent or make unlawful the carrying out of this Agreement.
Conditions Permitting Termination. Subject to the provisions of Section 9.1, relating to the postponement of the Closing Date, any Party, except as specifically set forth below, may on the Closing Date upon written notification to the non-terminating Parties, terminate this Agreement:
(a) If any bona fide action or proceeding shall be pending against any Party on the Closing Date that could result in an unfavorable judgment, decree, or order that would prevent or make unlawful the performance of this Agreement or if any agency of the federal or of any state government shall have objected at or before the Closing Date to this acquisition or to any other action required by or in connection with this Agreement;
(b) If the legality and sufficiency of all steps taken and to be taken by the Parties and their shareholders in carrying out this Agreement shall not have been approved by counsel.
Conditions Permitting Termination. This Agreement may be terminated at any time prior to the Closing Date as follows:
Conditions Permitting Termination. This Agreement may be terminated at any time before completion of the Closing:
29.1 by mutual written consent of the parties, duly authorized by the boards of directors or managers, as appropriate, of Buyer, Corporation, and Subsidiary;
29.2 by either party if the Closing has not occurred on or before June 30, 2005 for any reason, provided, however, that the right to terminate this Agreement under this paragraph (2) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;
29.3 by either party if any bona fide Proceeding is pending against any party on the Closing Date that could result in an unfavorable judgment, decree, or order that would prevent or make unlawful the performance of this Agreement;
29.4 by Corporation or Subsidiary if Selling Parties, or either of them, receive a bona fide offer to acquire substantially all of the assets of Subsidiary, whether by purchase of the subsidiary’s assets directly, by stock purchase of either Subsidiary or Corporation, by purchase of substantially all of Corporation’s assets, or by merger with either Subsidiary or Corporation, on terms materially more favorable to Selling Parties than those set forth herein, and, with the advice of counsel, the failure to consider and accept such offer would result in the breach of the Corporation’s or Subsidiary’s respective boards’ of directors fiduciary duties to the Selling Parties’ respective shareholders and creditors. In the event of a termination under this section 29.4, Corporation shall pay to Buyer an amount equal to five percent (5%) of the gross amount of the offer made by that third party allocated to the assets of Subsidiary (in no case less than Purchase Price), said sum to be paid no later than on the Closing of the third party purchase;
29.5 by Corporation or Subsidiary if Selling Parties, or either of them, take any action contemplated in section 9.7 that leads to the termination of this Agreement (as being necessary or appropriate to fulfill the fiduciary duties of the board of directors to the Corporation’s shareholders and the Selling Parties’ creditors, with the concurring advice of Corporation’s counsel). In the event of a termination under this section 29.5, Corporation shall reimburse Buyer for all reasonable expenses associated with actions taken in furtherance of thi...
Conditions Permitting Termination. This Agreement may be terminated at any time before completion of the Closing:
(a) by mutual written consent of the parties, duly authorized by the boards of directors of Buyer and Corporation; or
(b) by either party if the Closing has not occurred on or before April 30, 2007 (which date may be extended in accordance with Paragraph 2.7.2), for any reason, provided, however, that the right to terminate this Agreement under this paragraph, will not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement.
Conditions Permitting Termination. The obligations of the parties hereto to consummate the transactions contemplated hereby may be terminated and abandoned at any time on or before the Closing Date as follows:
(1) Upon the mutual agreement of all of the parties hereto;
(2) By Buyer, if there has been a material breach by any Seller Party of any of its representations, warranties or covenants set forth in this Agreement;
Conditions Permitting Termination. Any party may on the Closing Date terminate this Agreement, without liability to any other if any bona fide action or proceeding is pending against any party on the Closing Date that could result in an unfavorable judgment, decree, or order that would prevent or make unlawful the performance of this Agreement. If either Buyer or Seller materially defaults in the due and timely performance of any of its or his respective representations, warranties, covenants, or agreements under this agreement, the nondefaulting party or parties may on the Closing Date give notice of termination of this Agreement. The notice shall specify with particularity the default or defaults on which the notice is based. The termination will be effective one (1) business day after the Closing Date, unless the specified default or defaults have been cured on or before this effective date for termination.
