Grounds for Termination Prior to Closing Sample Clauses

Open Split View

Download

Share

Cite

Grounds for Termination Prior to Closing. This Agreement may be terminated at any time prior to the Closing:

Sample 1Sample 2Sample 3See All (4)

Save

Copy

Related to Grounds for Termination Prior to Closing

• Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

• Grounds for Termination This Agreement may be terminated at any time prior to the Closing:

• Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

• ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

• Basis for Termination This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date:

• COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

• Reasons for Termination Executive’s employment hereunder may or will be terminated during the Employment Period under the following circumstances:

• Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

• Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.