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.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/), Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/), Asset Purchase Agreement (New York Regional Rail Corp)
Conditions Permitting Termination. Either Subject to the provisions of Article 3 and Article 20.2, 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Conditions Permitting Termination. Either Any party may on the Closing Date terminate this Agreement immediately by written notice to the otherothers, without liability to the otherother parties, if (i) any bona fide legal action or proceeding shall be pending against either any party on the Closing Date that could result in an unfavorable judgment, decree decree, or order that would prevent or make unlawful the carrying out of this Agreement; or (ii) if Closing shall not have occurred by April 30, 1997.
Appears in 1 contract
Conditions Permitting Termination. Either Any party may on the Closing Date terminate this Agreement by written notice to the other, without liability to the other, if if: (i) any bona fide legal action or proceeding shall be pending against either any party on the Closing Date that could result in an unfavorable judgment, decree decree, or order that would prevent or make unlawful the carrying out of this Agreement; or (ii) if Closing shall not have occurred by March 1, 1997, unless all of the parties hereto mutually agree in writing to extend such date.
Appears in 1 contract
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 AgreementAgreement or if any condition to Closing in favor of such party has not been satisfied.
Appears in 1 contract
Samples: Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Conditions Permitting Termination. Either On the Closing Date, but subject to paragraph (f) either party may on the Closing Date terminate this Agreement by written notice to the otheragreement, without liability to the other, if :
(1) If any bona fide action action, arbitration or other 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 performance of this Agreement;
(2) If any governmental authority shall have objected at or before the Closing Date to this Transaction or to any other action required by or in connection with this Agreement.[
Appears in 1 contract
Samples: Purchase and Sale Agreement (Franklin Lake Resources Inc /Nv)
Conditions Permitting Termination. Either Any party may on the Closing Date closing date terminate this Agreement by written notice to the otherAgreement, without liability to the any other, : (1) if any bona fide action or proceeding shall will be pending against either any party on the Closing Date closing date that could result in an unfavorable judgment, decree decree, or order that would prevent or make unlawful the carrying out performance of this Agreement; or (2) if the legality and sufficiency of all steps taken and to be taken by the parties and their shareholders in carrying out this Agreement has not been approved by counsel as required by this Agreement.
Appears in 1 contract
Samples: Purchase and Sale of Stock (American Fire Retardant Corp)
Conditions Permitting Termination. Either Each party may on or prior to the Closing Date terminate this Agreement by written notice to the otherothers, without liability to the other, if any bona fide action or proceeding shall be pending against either any party on the Closing Date that could result in an unfavorable judgment, decree decree, or order that would prevent or make unlawful the carrying out of this Agreement.
Appears in 1 contract
Samples: Asset Acquisition Agreement (Colorocs Information Technologies Inc)