Common use of Termination Amendment Waiver Clause in Contracts

Termination Amendment Waiver. (a) This Agreement may be terminated at any time prior to the Closing: (i) by mutual consent of Supcor and the Sellers; (ii) by Supcor, if there has been a material breach by the Sellers and Xxxxx-Xxxx of any of its material representations, warranties, covenants or agreements contained in this Agreement; (iii) by the Sellers and Xxxxx-Xxxx, if there has been a material breach by Supcor of any of its material representations, warranties, covenants or agreements contained in this Agreement; (iv) by either Supcor or the Sellers 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 nonappealable, because one of the results of this agreement is that Xxxxx Xxxx will be transformed to a foreign investment company, only when the filing with Chinese government has been finished and government approval has been granted, can the transformation be validly finished and the agreement be fully implemented; or (v) by either Supcor or the Sellers or Xxxxx-Xxxx if the transaction contemplated hereby shall not have been consummated before January 1, 2005 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 the Sellers, Xxxxx-Xxxx or Supcor pursuant to Section 9a, this Agreement shall forthwith become void. (c) Except as otherwise required by law, this Agreement may be amended in writing signed by the parties hereto. (d) 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. (a) This Agreement may be terminated at any time prior to the Closing: (i) by mutual consent of Supcor Amincor and the SellersTulare; (ii) by SupcorTulare, if there has been a material breach by the Sellers and Xxxxx-Xxxx Amincor of any of its material representations, warranties, covenants or agreements contained in this AgreementAgreement including but not limited to the filing of the Public Reports; (iii) by the Sellers and Xxxxx-XxxxAmincor, if there has been a material breach by Supcor Tulare of any of its material representations, warranties, covenants or agreements contained in this Agreement; (iv) by either Supcor Amincor or the Sellers Tulare 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 nonappealable, because one of the results of this agreement is that Xxxxx Xxxx will be transformed to a foreign investment company, only when the filing with Chinese government has been finished and government approval has been granted, can the transformation be validly finished and the agreement be fully implemented; or (v) by either Supcor or the Sellers or Xxxxx-Xxxx if the transaction contemplated hereby shall not have been consummated before January 1, 2005 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 the Sellers, Xxxxx-Xxxx Amincor or Supcor Tulare pursuant to Section 9a8(a), this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of Amincor or Tulare, 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) Except as otherwise required by law, this Agreement may be amended by the parties hereto by action taken by or on behalf of their respective Boards of Directors at any time prior to the Closing. This Agreement may not be amended except by an instru­ment in writing signed by the parties hereto. (d) 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 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. (a) This Agreement may be terminated at any time prior to the Closing: (i) by mutual consent of Supcor GRPR and the SellersXPL; (ii) by SupcorGRPR, if there has been a material breach by the Sellers and Xxxxx-Xxxx XPL of any of its material representations, warranties, covenants or agreements contained in this Agreement; (iii) by the Sellers and Xxxxx-XxxxXPL, if there has been a material breach by Supcor GRPR of any of its material representations, warranties, covenants or agreements contained in this Agreement; (iv) by either Supcor GRPR or the Sellers 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 nonappealable, because one of the results of this agreement is that Xxxxx Xxxx will be transformed to a foreign investment company, only when the filing with Chinese government has been finished and government approval has been granted, can the transformation be validly finished and the agreement be fully implementednon-appealable; or (v) by either Supcor GRPR or the Sellers or Xxxxx-Xxxx XPL if the transaction contemplated hereby shall not have been consummated before January 1July 31, 2005 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 the Sellers, Xxxxx-Xxxx XPL or Supcor GRPR pursuant to Section 9a8(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) Except as otherwise required by law, this Agreement may be amended in writing signed by the parties hereto. (d) 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. (a) This Agreement may be terminated and the Merger may be abandoned at any time notwithstanding approval thereof by the shareholders of the Company, but prior to the ClosingEffective Time: (ia) by mutual written consent of Supcor the Board of Trust Managers of the Company and the SellersBoard of Directors of Equity One; (iib) by SupcorEquity One or the Company if the Effective Time shall not have occurred on or before November 30, if there 2001 (the "Termination Date") (provided that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been a material breach by the Sellers and Xxxxx-Xxxx cause of any or resulted in the failure of its material representations, warranties, covenants the Effective Time to occur on or agreements contained in this Agreementbefore such date); (iiic) subject to Section 5.4, by the Sellers and Xxxxx-Xxxx, if there has been a material breach by Supcor of any of its material representations, warranties, covenants or agreements contained in this Agreement; (iv) by either Supcor Equity One or the Sellers Company if any decree, permanent injunction, judgment, order or other action by any court of competent jurisdiction in the United States or other United States governmental body shall have issued an order, decree or ruling, or taken any governmental entity preventing other action restraining, enjoining or otherwise prohibiting consummation of the transactions contemplate hereby Merger and such order, decree, ruling or other action shall have become final and nonappealable, because one of the results of this agreement is that Xxxxx Xxxx will be transformed to a foreign investment company, only when the filing with Chinese government has been finished and government approval has been granted, can the transformation be validly finished and the agreement be fully implemented; or (v) by either Supcor or the Sellers or Xxxxx-Xxxx if the transaction contemplated hereby shall not have been consummated before January 1, 2005 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 the Sellers, Xxxxx-Xxxx or Supcor pursuant to Section 9a, this Agreement shall forthwith become void. (c) Except as otherwise required by law, this Agreement may be amended in writing signed by the parties hereto.non- appealable; (d) At any time prior to Shareholder Approval, by Equity One if the Closing, Board of Trust Managers of the Company withdraws or modifies in a manner adverse to Equity One its favorable recommendation of the Merger or shall have recommended an Acquisition Transaction with a party other than Equity One or any party hereto may of its affiliates; (e) by Equity One if (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 Company contained herein or in this Agreement were untrue in any document delivered pursuant hereto material respect when made or have since become, and at the time of termination remain, untrue in any material respect, or (iiiii) waive compliance by the other parties Company shall have breached or failed to comply in any material respect with any of its obligations under this Agreement, and, in either circumstance, the agreements failure of conditions contained herein. Any such extension representation and warranty to be true or waiver the breach or failure shall continue unremedied for ten (10) business days after the Company has received written notice from Equity One of the occurrence of such failure to be valid if set forth true, breach or failure; provided, however, that in an instrument in writing signed no event shall such 10-day period extend beyond the Termination Date; (f) by the party Company if (i) any of the representations and warranties of Equity One contained in this Agreement were untrue in any material respect when made or parties have since become, and at the time of termination remain, untrue in any material respect, or (ii) Equity One shall have breached or failed to comply in any material respect with any of its obligations under this Agreement, and, in either circumstance, the failure of such representation and warranty to be bound thereby.true or the breach or failure shall continue unremedied for ten (10) business days after Equity One has received written notice from the Company of the occurrence of such failure to be true, breach or failure; provided, however, that in no event shall such 10-day period extend beyond the Termination Date; (g) prior to Shareholder Approval, by the Company if the Company receives a written offer with respect to any Acquisition Transaction with a party other than Equity One or its affiliates or such other party has commenced a tender offer which, in either case, the Board of Trust Managers of the Company believes in good faith is more favorable to the Company's shareholders than the transactions contemplated by this Agreement; (h) by Equity One or the Company if this Agreement and the Merger shall not have been approved and adopted in accordance with the REIT Act or the MGCL, as applicable, by the Company's shareholders and Equity One's stockholders (if required under the MGCL) at their respective Special Meetings (or any adjournments thereof); (i) by the Company if (x) the Determination Price on the date that is three (3) business days prior to the Closing Date is less than $11.30 per share and the Company provides notice within one business day thereafter of its intent to terminate in accordance with this Section 7.1(i) and (y) Equity One does not provide notice to the Company and elect in writing, within one business day following such notice of termination by the Company, to proceed in

Termination Amendment Waiver. (a) This Agreement may be terminated and the Merger may be abandoned at any time notwithstanding approval thereof by the shareholders of the Company, but prior to the ClosingEffective Time: (ia) by mutual written consent of Supcor the Board of Trust Managers of the Company and the SellersBoard of Directors of Equity One; (iib) by SupcorEquity One or the Company if the Effective Time shall not have occurred on or before November 30, if there 2001 (the "Termination Date") (provided that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been a material breach by the Sellers and Xxxxx-Xxxx cause of any or resulted in the failure of its material representations, warranties, covenants the Effective Time to occur on or agreements contained in this Agreementbefore such date); (iiic) subject to Section 5.4, by the Sellers and Xxxxx-Xxxx, if there has been a material breach by Supcor of any of its material representations, warranties, covenants or agreements contained in this Agreement; (iv) by either Supcor Equity One or the Sellers Company if any decree, permanent injunction, judgment, order or other action by any court of competent jurisdiction in the United States or other United States governmental body shall have issued an order, decree or ruling, or taken any governmental entity preventing other action restraining, enjoining or otherwise prohibiting consummation of the transactions contemplate hereby Merger and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable; d) prior to Shareholder Approval, because one by Equity One if the Board of Trust Managers of the results Company withdraws or modifies in a manner adverse to Equity One its favorable recommendation of this agreement is that Xxxxx Xxxx will be transformed to the Merger or shall have recommended an Acquisition Transaction with a foreign investment company, only when the filing with Chinese government has been finished and government approval has been granted, can the transformation be validly finished and the agreement be fully implemented; orparty other than Equity One or any of its affiliates; (ve) by either Supcor or the Sellers or Xxxxx-Xxxx Equity One if the transaction contemplated hereby shall not have been consummated before January 1, 2005 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 the Sellers, Xxxxx-Xxxx or Supcor pursuant to Section 9a, this Agreement shall forthwith become void. (c) Except as otherwise required by law, this Agreement may be amended in writing signed by the parties hereto. (d) 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 Company contained herein or in this Agreement were untrue in any document delivered pursuant hereto material respect when made or have since become, and at the time of termination remain, untrue in any material respect, or (ii) the Company shall have breached or failed to comply in any material respect with any of its obligations under this Agreement, and, in either circumstance, the failure of such representation and warranty to be true or the breach or failure shall continue unremedied for ten (10) business days after the Company has received written notice from Equity One of the occurrence of such failure to be true, breach or failure; provided, however, that in no event shall such 10-day period extend beyond the Termination Date; f) by the Company if (i) any of the representations and warranties of Equity One contained in this Agreement were untrue in any material respect when made or have since become, and at the time of termination remain, untrue in any material respect, or (ii) Equity One shall have breached or failed to comply in any material respect with any of its obligations under this Agreement, and, in either circumstance, the failure of such representation and warranty to be true or the breach or failure shall continue unremedied for ten (10) business days after Equity One has received written notice from the Company of the occurrence of such failure to be true, breach or failure; provided, however, that in no event shall such 10-day period extend beyond the Termination Date; g) prior to Shareholder Approval, by the Company if the Company receives a written offer with respect to any Acquisition Transaction with a party other than Equity One or its affiliates or such other party has commenced a tender offer which, in either case, the Board of Trust Managers of the Company believes in good faith is more favorable to the Company's shareholders than the transactions contemplated by this Agreement; h) by Equity One or the Company if this Agreement and the Merger shall not have been approved and adopted in accordance with the REIT Act or the MGCL, as applicable, by the Company's shareholders and Equity One's stockholders (if required under the MGCL) at their respective Special Meetings (or any adjournments thereof); i) by the Company if (x) the Determination Price on the date that is three (3) business days prior to the Closing Date is less than $11.30 per share and the Company provides notice within one business day thereafter of its intent to terminate in accordance with this Section 7.1(i) and (y) Equity One does not provide notice to the Company and elect in writing, within one business day following such notice of termination by the Company, to proceed in compliance with the provisions of Section 2.1(a)(ii); for the purposes hereof, the "Determination Price" shall mean the weighted average trading price per share of Equity One Shares as quoted on the New York Stock Exchange for all transactions during the 20 trading days ending on (and inclusive of) the applicable date; j) by the Company if (i) the Determination Price is at any time less than $9.50 per share, (ii) the Company provides notice within seven (7) days thereafter of its intent to terminate in accordance with this Section 7.1(j), and (iii) waive compliance by on the other parties with any date of the agreements notice described in the foregoing clause, the Determination Price remains below $9.50 per share; or k) without any action on the part of conditions contained herein. Any such extension or waiver shall be valid either party hereto, if set forth Equity One has complied with its obligations hereunder and not obtained the consent of Centrefund as described in an instrument in writing signed Section 5.12 by the party or parties to be bound thereby5:00 p.m. Eastern time on June 12, 2001.