Grounds for Termination Prior to Closing. This Agreement may be terminated at any time prior to the Closing:
a. by mutual written agreement of the parties; or
b. by either party if the Closing shall not have been consummated on or before June 30, 2011, provided, however, that no party may exercise the right to terminate this Agreement under this subsection 6.1(b) if the failure to consummate the Closing was a result of a breach by such party of any of its obligations under this Agreement or any other Transaction Document.
c. by NMI if either the BCMI Board of Directors or the members of BCMI, as applicable, fail to approve this Agreement, the other Transaction Documents, the Transactions, or fail to approve and adopt the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of BCMI substantially in the form attached to this Agreement.
d. if all regulatory approvals are not timely obtained.
e. by either party, if any of the other Transaction Documents are terminated, other than as a result of a breach by such party.
Grounds for Termination Prior to Closing. This Agreement may be terminated at any time prior to Closing;
(a) by the mutual written agreement of the Parties;
(b) by the Seller or the Buyer if Closing shall not have been completed on or before December 31, 2004, or such other date, if any, as the Buyer and the Seller shall have agreed to in writing; or
(c) by one Party if the other Party has materially breached its obligations hereunder and such breach has not been cured within thirty (30) days of written notification thereof.
Grounds for Termination Prior to Closing. This Agreement may be terminated at any time prior to the Closing:
(a) by mutual written agreement of FUMIC and Arkansas;
(b) by either FUMIC or Arkansas if the Transactions have been approved by the Department and NDID and if Closing shall not have been consummated on or before December 31, 2017, provided, however, that no party may exercise the right to terminate this Agreement under this Subsection 8.2(b) if the failure to consummate the Closing was a result of a breach by such party of any of its obligations under this Agreement or any other Transaction Document;
(c) by either FUMIC or Arkansas if either the Arkansas Board of Directors or the policyholders of Arkansas, as applicable, fail to approve this Agreement, the other Transaction Documents, the Transactions, or fail to approve and adopt the Amended and Restated Bylaws of Arkansas substantially in the form attached to this Agreement;
(d) by either FUMIC or Arkansas if the parties fail to obtain approval for the Transactions from the Department or the NDID without the imposition of a Burdensome Condition;
(e) By FUMIC if FUMIC receives notification from A.M. Best, on terms that the Affiliation will have a negative impact on FUMIC;
(f) by either FUMIC or Arkansas if there has been a material breach by the other party of any representation, warranty, covenant, or agreement contained in this Agreement or any other Transaction Document which would preclude the consummation of the Closing (absent a waiver by such terminating party) and such breach is not curable or, if curable, is not cured within thirty (30) days after written notice of such breach is given by such terminating party to the other party;
(g) by either FUMIC or Arkansas if any of the other Transaction Documents are terminated, other than as a result of a breach by such party;
(h) by FUMIC if Arkansas is placed under supervision or any other administrative order or other order by the Department, other than the June 12, 2012, Consent Order from the Department (the “Consent Order”), or if Arkansas is in violation of the Consent Order;
(i) by FUMIC if there is material adverse change in the business, results of operations, prospects, condition (financial or otherwise) or assets of Arkansas; or
(j) by FUMIC by giving fifteen (15) days written notice to Arkansas that FUMIC is not satisfied with its due diligence review of Arkansas in its sole discretion.
Grounds for Termination Prior to Closing. With written notice to the non- terminating party (as applicable), accompanied by a copy of a resolution of the terminating Party’s board of directors authorizing the termination, this Agreement may be terminated at any time prior to the Closing by:
(a) Mutual written agreement of Rural and Badger.
(b) Rural if the Closing shall not have been consummated on or before January 1, 2025 and by Badger if the Closing shall not have been consummated by June 30, 2025; provided, however, that a Party may not exercise the right to terminate this Agreement under this Paragraph (b) if the failure to consummate the Closing was a result of a breach by that Party of any of its obligations under this Agreement.
(c) Either Rural or Badger, if there has been a material breach by the other Party of any representation, warranty, covenant, or agreement contained in this
(d) Either Rural or Badger, if any Governmental Body has denied a Governmental Approval that is required for the consummation of the Affiliation or any of the other Transactions and such denial has become final and nonappealable, if any Governmental Body (including a court of competent jurisdiction) shall have issued a final nonappealable order permanently enjoining or otherwise prohibiting the consummation of the Affiliation or any other Transactions, or if any Governmental Approval required to consummate any of the Transactions contains a Burdensome Condition and the terms of such Governmental Approval have become noncontestable and nonappealable.
(e) Either Rural or Badger if the other Party is under the jurisdiction of “title 11 or a similar case” within the meaning of Section 368(a)(3)(A) of the Internal Revenue Code of 1986, as amended, generally meaning a case under title 11 of the United States Code.
