Pre-Closing Termination. Except as provided in Section 6.2, 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 Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company;
(c) by Parent or the Company if the Closing Date shall not have occurred by 11:59pm Pacific Time on June 30, 2014 (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, provided that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable;
(e) by Parent 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 set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End Date; or
(f) by the Company 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 set forth in Sections 1.2(c)(i) and 1.2(c)(ii) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Compa...
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).
B. On the Effective Date (or, as to a Development Inn, on the purchase date of such Development Inn), Manager shall deliver to Owner a certificate stating, if true, that there are no covenants or restrictions which would prohibit or materially limit Management Company from operating any Inn as a Fairfield Inn, including material facilities customarily a part of or related to a Fairfield Inn (or, if not true, stating the extent to which it is not true). If on the Effective Date (or, as to a Development Inn, on the purchase date of such Development Inn) there are any covenants or restrictions which would prohibit or materially limit Management Company from operating any Inn as a Fairfield Inn, including material facilities customarily a part of or related to a Fairfield Inn, either party may terminate this Agreement as to such Inn. 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.
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 Transactions may be abandoned at any time prior to the Closing:
(a) upon giving of notice by Biogen Idec pursuant to Section 2.6;
(b) by mutual written consent of Biogen Idec and Xxxx;
(c) by either Party if a final nonappealable Governmental Order permanently enjoining or otherwise prohibiting the Transactions has been issued by a governmental authority of competent jurisdiction; or
(d) by either Party if the Closing has not occurred on or before December 31, 2013, which date may be extended from time to time by mutual written consent of the Parties. If (i) Biogen Idec terminates this Agreement pursuant to Section 13.1(a) by exercising its right to terminate under Section 2.6(a)(i) or Section 2.6(a)(ii), (ii) Elan or Biogen Idec terminates this Agreement pursuant to Section 13.1(c) because a Merger Control Legislation Authority has issued a final nonappealable Governmental Order permanently enjoining or otherwise prohibiting the Transactions, or (iii) Elan or Biogen Idec terminates this Agreement pursuant to Section 13.1(d) and the Clearance Date has not occurred prior to such termination, then, pursuant to the letter agreement dated as of the Execution Date between Elan Pharma International Limited and BIMA, the Collaboration Agreement shall be automatically amended, without any further action by Elan, Biogen Idec or BIMA, to delete Section 1.14, Section 14.7 and Section 14.8 of the Collaboration Agreement in their entirety.
Pre-Closing Termination. This Agreement may be terminated prior to the Closing:
(a) by and in the sole discretion of AIG or AHAC without the approval of TRH;
(b) by the mutual written consent of AIG, AHAC and TRH;
(c) by TRH if the Closing has not occurred on or before July 1, 2009; provided, however, that the right to terminate this Agreement under this Section 7.01(c) shall not be available to TRH if TRH’s failure to take any action required to fulfill any of its obligations under this Agreement has caused or resulted in the failure of the Closing to occur prior to such date;
(d) by TRH (but only so long as TRH is not in material breach of its obligations under this Agreement) if there has been a material breach of any representation, warranty, covenant or agreement of AIG or AHAC such that one or more of the conditions set forth in Section 4.01 are not capable of being fulfilled;
Pre-Closing Termination. (a) This Agreement may be terminated at any time prior to the Closing:
(i) by either the Purchaser or the Company, if any Order restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement shall have become final and non-appealable;
(ii) by the Company, if the Purchaser shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement such that a condition set forth in Section 3.3 cannot be satisfied;
(iii) by the Purchaser, if the Company shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement such that a condition set forth in Section 3.4 cannot be satisfied; or
(iv) by the mutual written consent of the Company and the Purchaser.
(b) This Agreement shall terminate automatically, with no action by either party, upon the termination of the License and Collaboration Agreement prior to the Closing.
Pre-Closing Termination. 9.1. No Fault Termination 9.2. Pre-Closing Termination by Buyer
Pre-Closing Termination. In the event of the termination of this Agreement pursuant to Section 16.1, this entire Agreement will forthwith become void with the exception of Sections 13.1, 14.4, 16.3.1, 16.3.4 and this Section 16.3.2 and Articles 1, 8 and 17, and any other provisions which, by their nature, are intended to survive, each of which will survive such termination and remain valid and binding obligations of the Parties.
Pre-Closing Termination. In the event that your employment with the Company terminates on or after December 31, 2002 (x) other than for Cause, and other than by reason of death or Long Term Disability (as such terms are used in the Agreement), but (y) prior to the occurrence of any event that would cause the termination to be treated as a Post-Closing Termination (as defined below) (a "Pre-Closing Termination"), you will be eligible to receive the following, as well as the treatment provided for in Section 1, in connection with such Pre-Closing Termination: ANNUAL BONUS
