Method of Termination. This Agreement may be terminated prior to Closing, by any of the following methods:
(a) mutual consent of Purchaser and Seller;
(b) by written notice from either of Purchaser or Seller if the Closing does not occur on or before March 31, 2001 (the "Outside Date"); provided, however, that if the Closing shall not have occurred by the Outside Date, the Outside Date shall automatically be extended until July 31, 2001 (the "Extension Date") unless both parties object in writing to such extension; provided, further, however, that if the Closing shall not have occurred by the Extension Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Extension Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; and provided, further, however, that the right to terminate this Agreement pursuant to this Section 13.1(b) shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date;
(c) by Seller if there is a material breach of any representation or warranty set forth in Article 6 hereof or any material covenant or agreement to be complied with or performed by Purchaser pursuant to the terms of this Agreement or the failure of a condition set forth in Article 10 to be satisfied (and such condition is not waived in writing by Seller) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Article 10 to be satisfied on or prior to the Closing Date; provided, that, Seller may not terminate this Agreement prior to Closing if Purchaser has not had an adequate opportunity to cure such failure;
(d) by Purchaser if there is a material breach of any representation or warranty set forth in Article 5 hereof or any material covenant or agreement to be complied with or performed by Seller pursuant to the terms of this Agreement or the failure of a condition set forth in Article 9 to be satisfied (and such condition is not waived in writing by Purchaser) on or prior t...
Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (i) the covenants, representations, warranties and agreements set forth in this Agreement; and (ii) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, and by Seller, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:
8.1.1. By the mutual consent of Seller and Buyer; or by Seller or Buyer if any condition to Closing set forth in Section 6.1.3 or 6.2.3 is not fulfilled and the failure of such condition is not a result of a breach of warranty or nonfulfillment of any covenant or agreement by Buyer or Seller contained in this Agreement; or by Buyer if the condition to Closing set forth in Section 6.1.7 is not fulfilled;
8.1.2. By Buyer after November 30, 1997, if any of the conditions set forth in Section 6.1 hereof to which the obligations of Buyer are subject (other than the conditions set forth in Sections 6.1.3 and 6.1.7) have not been fulfilled or waived, and provided that the failure to fulfill such condition is not a result of a breach of warranty or nonfulfillment of any covenant or agreement by Buyer contained in this Agreement; or
8.1.3. By Seller after November 30, 1997, if any of the conditions set forth in Section 6.2 hereof to which the obligations of Seller are subject (other than the conditions set forth in Section 6.2.3) have not been fulfilled or waived, and provided that the failure to fulfill such condition is not a result of a breach of warranty or nonfulfillment of any covenant or agreement by Seller contained in this Agreement.
Method of Termination. This Agreement, and the relationship between the Client and the Broker Member, may be terminated by either party by prior written notice in accordance with the Terms and Conditions. Termination shall be effective upon receipt by the other party of such notice.
Method of Termination. This Assets Purchase Agreement and the transactions contemplated hereby may be terminated at any time prior to a Transfer Date:
(a) by the mutual consent of SBCL and ActaMed;
(b) by SBCL by written notice of termination to ActaMed given after ActaMed shall have failed to meet the Transfer Benchmarks with respect to a Region by any applicable Measurement Date;
(c) by ActaMed, if SBCL shall (1) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer Date, or (2) materially breach any of its representations, warranties or covenants contained herein;
(d) by SBCL, if ActaMed shall (1) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to such Transfer Date, or (2) materially breach any of its representations, warranties or covenants contained herein;
(e) by either SBCL or ActaMed if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on ActaMed or SBCL which prohibits or restrains ActaMed or SBCL from consummating the transactions contemplated by this Assets Purchase Agreement, provided that ActaMed and SBCL shall have used their best efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within thirty (30) days after entry;
(f) by SBCL if SBCL terminates the Services Agreement; or
(g) by ActaMed if ActaMed terminates the Services Agreement.
Method of Termination. This Agreement will automatically terminate at the end of its term herein, pursuant to the provisions of paragraph one (1) of this Agreement. Prior to the automatic termination at the end of the term of this Agreement, any party to this Agreement may terminate the Agreement sixty (60) days after providing written notice of termination to the other party. The Parties of this Agreement agree to bring current, prior to termination, any financial obligation incurred in the exercise of its rights and obligations set forth herein.
Method of Termination. This Agreement will automatically terminate at the end of its term herein, pursuant to the provisions of paragraph one (1) of this Agreement. Prior to the automatic termination at the end of the term of this Agreement, any party to this Agreement may terminate the Agreement sixty days after providing written notice of termination to the other parties. Should the Agreement be terminated prior to the end of the stated term, CITY will be responsible for any costs incurred, including costs not then incurred but which are contemplated herein and irreversible at the time of termination such as return mailing costs, through the time of termination. The Parties to this Agreement agree to bring current, prior to termination, any financial obligation contained herein.
Method of Termination. This Agreement may be terminated only --------------------- upon receipt of notice from the party desiring to terminate this Agreement that (a) states that it is terminating this Agreement, (b) specifies the portion of Section 8.1 pursuant to which such termination is being effected and (c) recites that such termination has been approved by proper action of the board of directors of such party.
Method of Termination. A Member District may request that the Board initiate proceedings to terminate the EDCO Collaborative agreement by giving notice to all other Member Districts and the executive director at least twelve (12) months before the end of the current fiscal year. Within thirty (30) days of a request that the Board initiate termination proceedings, the Board shall discuss the request to terminate the collaborative and determine next steps. A two-thirds (2/3) vote of the Board is required in order to initiate termination proceedings. Should the Board vote to initiate termination proceedings, notice must be provided to all Member Districts within ten (10) working days of such vote. Prior to termination, the Board shall:
1. Cause a final fiscal audit of the Collaborative to be performed, including an accounting of all assets and liabilities (debts and obligations) of the Collaborative and proposed disposition of the same. A copy shall be made available to each Member District and to the Department of Elementary and Secondary Education.
2. Determine the fair market value of all assets of the Collaborative.
3. Determine the process for appropriate disposition of state and federal funds, equipment, and supplies.
4. Determine which Member District(s) will maintain fiscal, employee, and program records.
5. Determine the means for meeting all liabilities (debts and obligations) of the Collaborative, including obligations for post-employment benefits.
6. The Collaborative must meet all liabilities before any monies are distributed to the Member Districts.
7. Distribute surplus or reserve funds in proportional shares using the Enrollment Assessment formula previously articulated above under Annual Member Assessment.
8. Return individual student records to their respective school district.
9. Assets shall be sold and monies distributed in proportional shares using the Enrollment Assessment formula previously articulated above under Annual Member Assessment.
10. The Executive Director shall notify the Department of Elementary and Secondary Education in writing at least one hundred eighty (180) days before such termination.
11. The Board shall notify the Department of Elementary and Secondary Education of the official termination date and submit documentation required by 603 CMR 50.11 to the Department.
Method of Termination. Where a party has a right to terminate this agreement, that right for all purposes will be validly exercised if the party delivers a notice (in accordance with clause 11) stating that it terminates this agreement and the provision under which it is terminating the agreement.
Method of Termination. Exercise of the right to terminate under Section 2.1 must be accomplished by written notice (in accordance with Section 17.2) to the defaulting party, specifying the basis for such termination, and fixing the Termination Date which shall be a date following the date of such notice. If either party is terminating under Section 2.1 (a) above, in which the other party has failed to cure a default, such written notice shall allow one hundred eighty (180) days following the date of such notice for complete termination of Services unless otherwise specified in a Schedule. If either party is terminating under Section 2.1 (b) above, no notice of default or cure period is required and such written notice will allow thirty (30) days following the date of such notice for complete termination of this Agreement.
