Common use of Right to Terminate Prior to Closing Clause in Contracts

Right to Terminate Prior to Closing. This Agreement, except Section 3(c) hereof, may be terminated at any time prior to the Closing Date by (1) mutual consent of the parties hereto authorized by their respective Boards of Directors or (2) upon written notice to the other party, by either party upon authorization of its Board of Directors: i. If in its reasonably exercised judgment there shall have occurred a material adverse change in the financial condition or business of the other party or the other party shall have suffered a material loss or damage to any of its property or assets, which change, loss or damage materially affects or impairs the ability of the other party to conduct its business, or if any previously undisclosed condition which materially adversely affects the earning power or assets of either party comes to the attention of the other party; ii. If the terms, covenants, or conditions of this Agreement to be complied with or performed by one of the other parties at or before the Closing Date shall not have been materially complied with or performed at the time required for such compliance or performance and such noncompliance or nonperformance shall not have been waived by the party giving notice of termination; and iii. If any action or proceeding shall have been instituted or threatened before a court or other governmental body or by any public authority to restrain or prohibit the transaction contemplated by this Agreement or if the consummation of such transactions would subject either of such parties to liability for breach of any law or regulation.

Right to Terminate Prior to Closing. This Agreement, except Section 3(c5(c) hereof, may be terminated at any time prior to the Closing Date by (1) mutual consent of the parties Parties hereto authorized by their respective Boards of Directors or (2) upon written notice to the other partyParty, by either party Party upon authorization of its Board of DirectorsDirectors or the Selling Member, as the case may be: i. If in its reasonably exercised judgment there shall have occurred a material adverse change in the financial condition or business of the other party Party or the other party Party shall have suffered a material loss or damage to any of its property or assets, which change, loss or damage materially affects or impairs the ability of the other party Party to conduct its business, or if any previously undisclosed condition which materially adversely affects the earning power or assets of either party Party comes to the attention of the other partyParty; ii. If the terms, covenants, or conditions of this Agreement to be complied with or performed by one of the other parties Parties at or before the Closing Date shall not have been materially complied with or performed at the time required for such compliance or performance and such noncompliance or nonperformance shall not have been waived by the party Party giving notice of termination; and iii. If any action or proceeding shall have been instituted or threatened before a court or other governmental body or by any public authority to restrain or prohibit the transaction contemplated by this Agreement or if the consummation of such transactions would subject either of such parties Parties to liability for breach of any law or regulation.

Right to Terminate Prior to Closing. This Agreement, except Section 3(c6(c) hereof, may be terminated at any time prior to the Closing Date by (1) mutual consent of the parties hereto authorized by their respective Boards of Directors or (2) upon written notice to the other party, by either party upon authorization of its Board of Directors: i. If in its reasonably exercised judgment there shall have occurred a material adverse change in the financial condition or business of the other party or the other party shall have suffered a material loss or damage to any of its property or assets, which change, loss or damage materially affects or impairs the ability of the other party to conduct its business, or if any previously undisclosed condition which materially adversely affects the earning power or assets of either party comes to the attention of the other party; ii. If the terms, covenants, or conditions of this Agreement to be complied with or performed by one of the other parties at or before the Closing Date shall not have been materially complied with or performed at the time required for such compliance or performance and such noncompliance or nonperformance shall not have been waived by the party giving notice of termination; and iii. If any action or proceeding shall have been instituted or threatened before a court or other governmental body or by any public authority to restrain or prohibit the transaction contemplated by this Agreement or if the consummation of such transactions would subject either of such parties to liability for breach of any law or regulation.

Right to Terminate Prior to Closing. This Agreement, except Section 3(c5(c) hereof, may be terminated at any time prior to the Closing Date by (1i) mutual consent of the parties Parties hereto authorized by their respective Boards Board of Directors or (2ii) upon written notice to the other partyParty, by either party Party upon authorization of its Board of Directors, if: i. If in In its reasonably exercised judgment there shall have occurred a material adverse change in the financial condition or business of the other party Party or the other party Party shall have suffered a material loss or damage to any of its property or assets, which change, loss loss, or damage materially affects or impairs the ability of the other party Party to conduct its business, or if any previously undisclosed condition which materially adversely affects the earning power or assets of either party Party comes to the attention of the other partyParty; ii. If the The terms, covenants, or conditions of this Agreement to be complied with or performed by one of the other parties Parties at or before the Closing Date shall not have been materially complied with or performed at the time required for such compliance or performance and such noncompliance or nonperformance shall not have been waived by the party Party giving notice of termination; and iii. If any Any action or proceeding shall have been instituted or threatened before a court or other governmental body or by any public authority to restrain or prohibit the transaction contemplated by this Agreement or if the consummation of such transactions would subject either of such parties Parties to liability for breach of any law or regulation.

Right to Terminate Prior to Closing. This Agreement, except Section 3(c5(c) hereof, may be terminated at any time prior to the Closing Date by (1) mutual consent of the parties Parties hereto authorized by their respective Boards of Directors or Manager or Managing Member (as the case may be) or (2) upon written notice to the other partyParty, by either party Party upon authorization of its Board of Directors:Directors or Manager or Managing Member (as the case may be): i. If in its reasonably exercised judgment there shall have occurred a material adverse change in the financial condition or business of the other party Party or the other party Party shall have suffered a material loss or damage to any of its property or assets, which change, loss loss, or damage materially affects or impairs the ability of the other party Party to conduct its business, or if any previously undisclosed condition which materially adversely affects the earning power or assets of either party Party comes to the attention of the other partyParty; ii. If the terms, covenants, or conditions of this Agreement to be complied with or performed by one of the other parties Parties at or before the Closing Date shall not have been materially complied with or performed at the time required for such compliance or performance and such noncompliance or nonperformance shall not have been waived by the party Party giving notice of termination; and iii. If any action or proceeding shall have been instituted or threatened before a court or other governmental body or by any public authority to restrain or prohibit the transaction contemplated by this Agreement or if the consummation of such transactions would subject either of such parties Parties to liability for breach of any law or regulation.

Right to Terminate Prior to Closing. This Agreement, except Section 3(c5(c) hereof, may be terminated at any time prior to the Closing Date by (1) mutual consent of the parties hereto authorized by their respective Boards of Directors or (2) upon written notice to the other party, by either party upon authorization of its Board of Directors: i. If in its reasonably exercised judgment there shall have occurred a material adverse change in the financial condition or business of the other party or the other party shall have suffered a material loss or damage to any of its property or assets, which change, loss or damage materially affects or impairs the ability of the other party to conduct its business, or if any previously undisclosed condition which materially adversely affects the earning power or assets of either party comes to the attention of the other party; ii. If the terms, covenants, or conditions of this Agreement to be complied with or performed by one of the other parties at or before the Closing Date shall not have been materially complied with or performed at the time required for such compliance or performance and such noncompliance or nonperformance shall not have been waived by the party giving notice of termination; and iii. If any action or proceeding shall have been instituted or threatened before a court or other governmental body or by any public authority to restrain or prohibit the transaction contemplated by this Agreement or if the consummation of such transactions would subject either of such parties to liability for breach of any law or regulation.