Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 47 contracts
Samples: Merger Agreement (TAM of Henderson, Inc.), Merger Agreement (LogSearch, Inc.), Merger Agreement (Supreme Realty Investments, Inc.)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed Agreement without liability to fulfill the conditions specified in this Agreement will liable for the any other parties legal feesparty. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 29 contracts
Samples: Share Exchange Agreement (Athena Bitcoin Global), Agreement and Plan of Reorganization (Time Associates, Inc.), Merger Agreement (Royal Strategies & Solutions, Inc.)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed Agreement without liability to fulfill the conditions specified in this Agreement will liable for the any other parties legal feesparty. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 15 contracts
Samples: Interest Purchase Agreement (Jitsource Inc), Membership Interest Exchange and Share Exchange Agreement (Stocktrade Network Inc), Membership Interest Exchange and Share Exchange Agreement (Stocktrade Network Inc)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will be liable for the other parties party’s legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 8 contracts
Samples: Unit Purchase Agreement and Share Exchange (GS Valet, Inc.), Stock Purchase Agreement and Share Exchange (Guanwei Recycling Corp.), Stock Purchase Agreement and Share Exchange (Rapid Holdings Inc.)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties parties’ legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 7 contracts
Samples: Stock Purchase Agreement (League Now Holdings Corp), Merger Agreement (Best Care Inc), Stock Purchase Agreement (JPC Capital Partners, Inc.)
Failure of Conditions; Termination. In the event of any of xxxxx xx xxx xf the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 6 contracts
Samples: Stock Purchase Agreement and Share Exchange (Wireless Holdings Inc), Stock Purchase Agreement (Money Tree Lending Group, Inc.), Stock Purchase Agreement (Segway Iii Corp)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either the parties, or any one of the parties them, have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed Agreement without liability to fulfill the conditions specified in this Agreement will liable for the any other parties legal feesparty. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Cannon Express Inc), Purchase Agreement (Columbia Capital Corp/Tx/), Agreement for the Purchase of Stock (Kakkimon Acquisitions Corp)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will be liable for the other parties party's legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 4 contracts
Samples: Stock Purchase and Share Exchange Agreement (Rocap Marketing Inc.), Stock Purchase Agreement and Share Exchange (Global It Holdings Inc), Stock Purchase Agreement (Championlyte Holdings Inc)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties party’s legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 3 contracts
Samples: Stock Purchase Agreement and Share Exchange (Effective Profitable Software, Inc.), Unit Purchase Agreement and Share Exchange (Grant Enterprises Inc.), Stock Purchase Agreement and Share Exchange (Modena 2 Inc)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties shall have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed Agreement without liability to fulfill the conditions specified in this Agreement will liable for the any other parties legal feesparty. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Paragon Limited Partnership), Stock Purchase Agreement (International Meta Systems Inc/De/)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will be liable for the other parties party’s legal fees, as limited Section 7.20. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 2 contracts
Samples: Stock Purchase and Share Exchange Agreement (Paperclip Software Ince), Stock Purchase and Share Exchange Agreement (Paperclip Software Ince)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties Purchaser or Sellers have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed Agreement without liability to fulfill the conditions specified in this Agreement will liable for the any other parties legal feesparty. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Laser Photonics Inc), Asset Purchase Agreement (Network Holdings International Inc)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.. Section
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Maneki Mining Inc.)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties parties' legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Stock Purchase Agreement and Share Exchange (Alliance Towers Inc)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties Buyer or Seller have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed Agreement without liability to fulfill the conditions specified in this Agreement will liable for the any other parties legal feesparty. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Failure of Conditions; Termination. In the event of that any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will be liable for the other parties party's legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Luna Technologies International Inc)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Share Purchase Agreement shall not be fulfilled on or before the Closing Date, either of the parties Parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Share Purchase Agreement. In such event, the party that has failed to fulfill the conditions specified in this Share Purchase Agreement will liable for the other parties Parties’ legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Share Purchase Agreement (India Globalization Capital, Inc.)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will be liable for the other parties parties’ legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Stakool, Inc.)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either then the party which benefits from the satisfaction of the parties have such condition has the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties party's legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Merger Agreement (Homelife Inc)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed terminate shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Failure of Conditions; Termination. In the event of any of the conditions xxx xx xxx xxxditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed Agreement without liability to fulfill the conditions specified in this Agreement will liable for the any other parties legal feesparty. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Share Exchange Agreement (Nantucket Industries Inc)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties Parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties Parties’ legal fees, which shall not be greater than USD$3,000.00. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Stock Purchase Agreement (India Globalization Capital, Inc.)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing DateClosing, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed Agreement without liability to fulfill the conditions specified in this Agreement will liable for the any other parties legal feesparty. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Share Exchange Agreement (Organetix)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties party's legal feesfees to the extent such failure is willful or grossly negligent. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Asset Purchase and Share Issuance Agreement (New World Batteries, Inc.)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties Parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties Parties’ legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Stock Purchase Agreement (India Globalization Capital, Inc.)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in Agreement without liability under this Agreement will liable for the to any other parties legal feesparty. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Consolidated Pictures Corp)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will be liable for the other parties party’s legal fees, as limited in this Section. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this AgreementAgreement as provided in Article 9. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties parties' reasonable legal fees. The election to proceed shall be made in writing and shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions, but shall terminate the non-electing party's liability for the other parties' legal fees.
Appears in 1 contract
Samples: Merger Agreement (Industrial Electric Services Inc)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either any of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed Agreement without liability to fulfill the conditions specified in this Agreement will liable for the any other parties legal feesparties. The election to proceed shall not affect the right of such electing party reasonably to require the other party parties to continue to use its their efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Euro Tel Inc)
Failure of Conditions; Termination. In the event of any thx xxxxx xx xxx of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Interest Purchase Agreement and Share Exchange (King Capital Holdings Inc)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall Axxxxxxxx xxxxx not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed Agreement without liability to fulfill the conditions specified in this Agreement will liable for the any other parties legal feesparty. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Share Exchange Agreement (Global Wireless Satellite Networks Usa Inc)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will be liable for the other parties party's legal fees, as limited in this Section. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Stock Purchase and Share Exchange Agreement (China Teletech LTD)
Failure of Conditions; Termination. In the event of any of the conditions xxx xx xxx xxxditions specified in this Agreement shall not be fulfilled on or before the Closing Datedate, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed Agreement without liability to fulfill the conditions specified in this Agreement will liable for the any other parties legal feesparty. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Share Exchange Agreement (Global Realty Development Corp)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Settlement Agreement shall not be fulfilled on or before the Closing Date, either of the parties Parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Settlement Agreement. In such event, the party that has failed to fulfill the conditions specified in this Settlement Agreement will be liable for the other parties Parties’ legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Settlement Agreement (India Globalization Capital, Inc.)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.. Section 7.18
Appears in 1 contract
Failure of Conditions; Termination. In the event of that any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Datedate, either each of the parties shall have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will be liable for the other parties party’s legal fees, as limited by Section 7.21 and Section 7.22. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Stock Purchase and Share Exchange Agreement (American Nano Silicon Technologies, Inc.)
Failure of Conditions; Termination. In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing DateClosing, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed Agreement without liability to fulfill the conditions specified in this Agreement will liable for the any other parties legal feesparty. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.
Appears in 1 contract
Samples: Share Exchange Agreement (Organetix)
