Pre-Closing Termination. Subject to the terms of Section 11.2, this Agreement may be terminated and the Transactions abandoned at any time prior to the Closing:
Pre-Closing Termination. Except as provided in Section 6.2, this Agreement may be terminated and the Mergers abandoned at any time prior to the Closing:
Pre-Closing Termination. 30 9.1 Termination..................................................... 30 9.2
Pre-Closing Termination. A. Owner may terminate this Agreement if it elects, pursuant to Section 2.06 of the Purchase Agreement, to terminate the transactions contemplated therein. Should Owner elect to terminate the transactions contemplated in such Purchase Agreement only with respect to certain Inns, Owner may terminate this Agreement with respect to such Inns. In such case, the adjustments and actions described in this Agreement for the termination of this Agreement with respect to one Inn or the sale of one Inn shall be made (with such adjustments being made as of the date of the distribution to the Partners of Owner of the amounts received by Owner in connection therewith).
Pre-Closing Termination. In the event this Agreement is terminated either by WPPI or CWI due to a default of the other Party as provided in Section 5.1 and Section 5.2, respectively, CWI shall promptly return or destroy all information obtained from WPPI in connection with its due diligence of the Property and Hotel and WPPI may elect to obtain all third party reports obtained by CWI in connection with its due diligence of the Property and the Hotel (but expressly excluding any third party reports containing attorney-client work product and/or internal notes prepared by personnel of CWI which are proprietary) by reimbursing CWI for fifty percent (50%) of the actual costs and expenses incurred in connection with obtaining such third party reports and CWI shall provide the same within five (5) days of such written request and payment therefor. Notwithstanding the termination of this Agreement pursuant to Section 5.1 and 5.2, the provisions expressly stated to survive the termination or are applicable after termination, including but not limited to Section 2.7.1, Section 4.7, Article 7, Section 9.2, Section 9.10 and Section 9.13, Section 9.14 and Section 9.16 shall survive the termination of this Agreement.
Pre-Closing Termination. This Agreement may be terminated and the Merger abandoned (a) by Parent or the Company if Parent shall not have delivered to the Company a Notice to Provide Final Representation Qualifications prior to 11:59 PM Pacific time on the Option Termination Date and (ii) further delivered an Exercise Notice in accordance with the terms of Section 1.1 following such Notice to Provide Final Representation Qualifications; (b) by Parent, following the date of the Closing Date designated in the Exercise Notice, if the Company has not fulfilled its obligations set forth in Annex A at such time, (c) by Parent, at any time prior to the delivery of an Exercise Notice; (d) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger illegal or otherwise prevents consummation of the Merger (and in the case of an Order, such Order has become final and non-appealable); or (e) by Company in the event Parent, Merger Sub or any of their affiliates is a Defaulting Holder as defined in the Series B Preferred Stock Purchase Agreement.
Pre-Closing Termination. This Reinsurance Agreement may be terminated at any time prior to the Closing:
Pre-Closing Termination. 9.1. No Fault Termination 9.2. Pre-Closing Termination by Buyer
Pre-Closing Termination. This Agreement may be terminated and the Merger abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company and Parent; (b) by Parent if the Required Vote shall not have been delivered to Parent within twenty four (24) hours after the execution and delivery of this Agreement; (c) by Parent or the Company if the Closing Date shall not have occurred prior to 11:59 PM Pacific time on December 31, 2019 (the “End Date”); provided, however, that the right to terminate this Agreement under this Section 6.1(c) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (d) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger illegal or otherwise prevents consummation of the Merger (and in the case of an Order, such Order has become final and non-appealable); (e) by Parent (so long as Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions to Parent’s obligation to close the transaction set forth in Annex A would not be satisfied as of the time of such breach or inaccuracy, unless such breach inaccuracy is cured (if capable of cure) to the reasonable satisfaction of Parent within ten (10) days; or (f) by the Company (so long as the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions to the Company’s obligation to close the transaction set forth in Annex A would not be satisfied as of the time of such breach or inaccuracy, unless such breach inaccuracy is cured (if capable of cure) to the reasonable satisfaction of the Company within ten (10) days.
