Termination Amendment Waiver. 49 Section 8.1 Termination.................................................. 49 Section 8.2
Termination Amendment Waiver. 24 Section 6.1. Termination 24 Section 6.2. Effect of Termination 25 Section 6.3. Fees and Expenses 25 Section 6.4. Amendment 25 Section 6.5. Extension; Waiver 25
Termination Amendment Waiver. 12.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of Organik, TGCI and those Shareholders listed in Exhibit A, under Section 9.4 hereof:
(a) By mutual agreement of Organik and TGCI;
(b) If the Closing (as defined in Section 3) shall not have taken place on or prior to December 15, 2001, this Agreement can be terminated upon written notice given by Organik or TGCI which is not in material default;
(c) By Organik, if in its reasonable believe there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A in the representations and warranties set forth in the Agreement.
(d) By TGCI or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if, in the reasonable belief of TGCI or any such Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik in the representations and warranties set forth in the Agreement;
(e) By Organik if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in Organik's opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik if the business or assets or financial condition of TGCI, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders ...
Termination Amendment Waiver. 50 Section 7.1. Termination..................................................50 Section 7.2. Effect of Termination........................................51 Section 7.3. Fees and Expenses............................................52 Section 7.4. Amendment....................................................54
Termination Amendment Waiver. Section 7.1. Termination...................................................37 Section 7.2. Effect of Termination.........................................38 Section 7.3. Fees and Expenses.............................................38 Section 7.4. Amendment.....................................................40 Section 7.5. Extension; Waiver.............................................40
Termination Amendment Waiver. 33 Section 7.01. Termination................................................... 33 Section 7.02. Effect of Termination......................................... 33 Section 7.03. Amendment..................................................... 34 Section 7.04. Extension; Waiver............................................. 35 Section 7.05. Procedure for Termination, Extension or Waiver................ 36
Termination Amendment Waiver. 44 Section 6.1. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 6.2.
Termination Amendment Waiver. (a) This Agreement may be terminated at any time prior to the Closing:
(i) by mutual consent of GRPR and XPL;
(ii) by GRPR, if there has been a material breach by XPL of any of its material representations, warranties, covenants or agreements contained in this Agreement;
(iii) by XPL, if there has been a material breach by GRPR of any of its material representations, warranties, covenants or agreements contained in this Agreement;
(iv) by either GRPR or XPL if any decree, permanent injunction, judgment, order or other action by any court of competent jurisdiction or any governmental entity preventing or prohibiting consummation of the transactions contemplate hereby shall have become final and non-appealable; or
(v) by either GRPR or XPL if the transaction contemplated hereby shall not have been consummated before July 31, 2013 if and only if no willful breach of any representation, warranty or covenant by the party seeking to terminate is a substantial cause of the failure of the transactions contemplated hereby to be consummated by such date.
(b) In the event of the termination of this Agreement by either XPL or GRPR pursuant to Section 8(a), this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of GRPR or XPL other than the Provisions of this Section 8(b), and except to the extent that such termination results from the breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement.
(c) At any time prior to the Closing, any party hereto may (i) extend the time for the performance of any of the obligations or other parties hereto, (ii) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document delivered pursuant hereto and (iii) waive compliance by the other parties with any of the agreements of conditions contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.
Termination Amendment Waiver. This Agreement shall terminate on the Expiration Date. This Agreement may be amended by the written agreement of the parties hereto. No waiver by any party hereto of any condition or of any breach of any provision of this Agreement will be effective unless such waiver is set forth in a writing signed by such party. No waiver by any party of any such condition or breach, in any one instance, will be deemed to be a further or continuing waiver of any such condition or breach or a waiver of any other condition or breach of any other provision contained herein.
Termination Amendment Waiver. 35 10.1. Termination ............................................... 35 10.2.
