Termination After Closing. If the Closing occurs, this Agreement shall continue to remain in full force and effect unless the Parties mutually agree in writing to terminate this Agreement.
Termination After Closing. This Agreement may be terminated after the Closing:
(a) By the mutual consent of IceWEB, Propster, DevElements and the Shareholders;
(b) In the event of any such termination, each party shall bear their own expenses.
Termination After Closing. If Buyer elects to terminate its development, marketing, commercialization or sale of the Product, it shall notify Seller, and thereafter either party shall have the right to terminate this Agreement on thirty (30) days’ notice to the other.
Termination After Closing. If the Class A Note is not repaid in full on or prior to its final maturity date, the $500,000 initial purchase price payment set forth in Section 2.1 (plus up to $400,000 of any -54- 62 additional prepayment of the Class A Note) shall be retained by the Company Shareholders and shall be deemed to be liquidated damages for non payment of the Class A Note and this Agreement shall terminate.
(a) Upon such termination (i) all shares of Parent Common Stock and Warrants held in the Escrow Fund shall be returned to Parent and Parent shall have no liability to the Companies or the Company Shareholders, (ii) all obligations of the Parent under the Class A Note shall terminate and the Company Shareholders will be permitted to keep the collateral pledged under the Class A Note, (iii) all obligations of the Parent under the Class B Note shall terminate and the Company Shareholders shall be permitted to keep the collateral pledged under the Class B Note, (iv) the Purchase Note shall be cancelled, (v) any agreements executed by the Parties hereto and contemplated by this Agreement, including the Non-competition, Employment and Stock Pledge Agreements shall terminate and (vi) the Trust shall be required to purchase the South Gate Property on the terms set forth below.
(b) Upon any termination of this Agreement after the Closing as contemplated by this Section 14.2, the Trust shall be obligated to repurchase the South Gate Property and the Purchase Sub shall be obligated to sell as set forth in this Section 14.2(b). Within ten business days following any such termination, the Trust shall deliver to Parent the repurchase price for the South Gate Property, consisting of (i) cash, certified check or wire transfer in the amount of $400,000, (ii) the originally executed Purchase Note, marked "cancelled," and (iii) if Parent has repaid all or any amount outstanding from Tokai under the Line of Credit and/or Pollution Control under the Pollution Loan Agreement on behalf of Trojan or MacLxxx Xxxals in accordance with Section 9.1A, or has otherwise supplied monies to any of the Companies with Ian XxxXxxx'x xxxor written consent (collectively, the "Cash Infusions")
(A) a promissory note from all of the Companies in the form attached as Exhibit J-1 in the principal amount equal to the amount of the Cash Infusions, (B) a guarantee of such note or notes executed by Ian XxxXxxx xxx (C) a deed of trust in the form attached as Exhibit J-2 granting Parent a first priority security intere...
Termination After Closing. If the Closing occurs, this Agreement may not be terminated, by any of the Parties, with or without good cause, at any time or under any circumstance.
Termination After Closing. In the case of any continuing Event of Default by the Developer occurring after the Closing that has prevented or will prevent the completion of the Project and the accomplishment of the goals of the Redevelopment Plan, the City shall have the right, thirty (30) days after notice to the Developer indicating its intent to terminate, to terminate this Agreement by action of the Corporate Authorities, and in such case the City shall possess all rights to use eminent domain to acquire the Property, as if this Agreement had never been executed. The Developer shall not have the right to terminate this Agreement after the Developer has accepted the conveyance of title to the Property from the City.
Termination After Closing. 23.1 This Agreement may, subject always to Clause 23.5 hereunder, be terminated in the manner and to the extent stated below:
Termination After Closing. The Venturers may terminate this Agreement at any time upon mutual written agreement.
Termination After Closing. Notwithstanding the provisions of the preceding Paragraphs, after the completion of the Closing, no Party shall have the right to terminate this Agreement, and this Agreement shall not terminate for any reason whatsoever, unless the Parties otherwise agree in writing.
Termination After Closing. The parties have agreed the Purchaser shall have the absolute right in its sole discretion to unwind this entire transaction at any time prior to January 1, 1998 (Purchaser"s Put) if the Company does not achieve the performance criteria set forth on Schedule 9.5. If Purchaser exercises its Put, all parties will be placed into their respective positions as of immediately prior to the Closing. If the Purchaser exercises its Put the transactions which must take place will include but not be limited to the following events: The Purchaser shall return all shares of the Company to the Shareholders in their respective pro rata portions and the Shareholders of the Company shall return all shares of Purchaser to Purchaser within ten days from the date Purchaser provides the Shareholders with notice of its decision to exercise its Put. On January 1, 1998, any capital provided to the Company between date of Closing and January 1, 1998 shall become a Promissory Note secured by all the assets of the Company as a blanket lien subordinated only to existing debt instruments. The Promissory Note shall be for a two year term, interest only payments being due and payable during said term, with interest accruing as of January 1, 1998 at a rate of 10.5% per annum. The Purchaser and the Shareholders will fully cooperate with another to perform all other tasks which are necessary and appropriate to a complete unwinding of this transaction. (d) If the Purchaser terminates this Agreement pursuant to Section 9.5, the Purchaser shall not utilize the technology, Registered Rights, or Proprietary Information of the Company for a period of three years. The Purchaser covenants and agrees that it will not take any action, the intent of which is to prevent the Company from meeting the performance criteria set forth on Schedule 9.5.
