Termination at or Prior to Closing. This Agreement may be terminated prior to Closing and the transactions contemplated hereby abandoned as follows:
(a) Seller and the Partnership may elect to terminate this Agreement at any time prior to the Closing by mutual written consent;
(b) Seller on one hand, or the Partnership, on the other hand, by written notice may terminate this Agreement if the Closing shall not have occurred on or before December 31, 2009;
(c) Seller by written notice to the Partnership may terminate this Agreement at any time prior to the Closing if the Partnership, the General Partner or Buyer shall have breached any representations, warranties or covenants of the Partnership, the General Partner or Buyer herein contained in a manner such that the conditions to Closing contained in Section 6.1(a) and 6.1(b) would not be satisfied; provided, however, if such breach may be cured by the Partnership, the General Partner or Buyer through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer continues to use such efforts, Seller may not terminate this Agreement under this Section 8.1(c) until after the applicable deadline specified in Section 8.1(b);
(d) The Partnership by written notice to Seller may terminate this Agreement at any time prior to the Closing if any Seller Party shall have breached any representations, warranties or covenants of such Seller Party herein contained in a manner such that the conditions to Closing contained in Section 6.2(a), 6.2(b) and 6.2(c) would not be satisfied; provided, however, if such breach may be cured by such Seller Party through the use of its commercially reasonable efforts and for so long as such Seller Party continues to use such efforts, Buyer may not terminate this Agreement under this Section 8.1(d) until after the applicable deadline specified in Section 8.1(b);
(e) The Partnership by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies;
(f) Seller by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Partnership; or
(g) The Partnership by written notice may terminate this Agreement for a period of 30 days following the delivery by S...
Termination at or Prior to Closing. This Agreement may be terminated and the transactions contemplated hereby abandoned as follows:
(a) Seller and Buyer may elect to terminate this Agreement at any time on or prior to the Closing Date by mutual written consent of the parties;
(b) either Seller or Buyer may elect to terminate this Agreement if the Closing shall not have occurred on or before March 31, 1997; provided, however, that neither Seller nor Buyer can so terminate this Agreement if such party is at such time in material breach of any provision of this Agreement; or
(c) either Seller or Buyer may elect to terminate this Agreement if any Governmental Entity shall have issued a final non-appealable order, judgment or decree or taken any other action challenging, delaying beyond March 31, 1997, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein.
Termination at or Prior to Closing. This Agreement may be terminated and the transactions contemplated hereby abandoned as follows: (a) HOLDINGS and DCP may elect to terminate this Agreement at any time prior to the Closing by mutual written consent thereof; (b) Either HOLDINGS or DCP by written notice to the other may terminate this Agreement if the Closing shall not have occurred on or before December 31, 2006; provided, however, that neither Party may terminate this Agreement if such Party is at such time in material breach of any provision of this Agreement; (c) HOLDINGS and DCP may each terminate this Agreement at any time on or prior to the Closing if either DCP, on the one hand, or HOLDINGS, on the other hand, shall have materially breached any representations, warranties or covenants thereof herein contained and the same is not cured within thirty (30) days after receipt of written notice thereof from the applicable non-breaching Party; provided, however, that neither Party may terminate this Agreement if such Party is at such time in material breach of any representations, warranties or covenants of such Party; and (d) In addition to the foregoing, any Party may terminate this Agreement to the extent such termination is expressly authorized by another provision of this Agreement. 9.2
Termination at or Prior to Closing. Subject to the provisions of this Article VIII, this Agreement may, by the giving of written notice at or prior to the Closing by the Party having the right to give such notice, be terminated and abandoned:
(a) By mutual written consent of the Parties;
(b) By either Seller or Buyer if a material default or breach shall be made by the other with respect to the due and timely performance of any of its representations, warranties, covenants and agreements contained herein, and such default is not promptly cured and has not been waived;
(c) By the Buyer in the event that all consents listed on Schedule 7.4 and all other consents for Assumed Contracts (if such consent is not waived by Buyer) which, individually or in the aggregate, are material to the Purchased Assets have not been received by the Closing Date;
(d) By the Buyer if all of the conditions set forth in Article VII shall not have been satisfied on or before August 15, 2005, other than through failure of the Buyer to comply with its obligations hereunder, or shall not have been waived by it on or before such date; or by the Seller, if all of the conditions set forth in Article VI shall not have been satisfied on or before August 15, 2005, other than through failure of the Seller to comply with their obligations hereunder, or shall not have been waived by it on or before such dates;
Termination at or Prior to Closing. This Agreement may be terminated and the transactions contemplated hereby abandoned as follows:
(a) SELLER and BUYER may elect to terminate this Agreement at any time prior to the Closing by mutual written consent of the Parties;
(b) SELLER or BUYER, by written notice to the other Party, may terminate this Agreement if the Closing shall not have occurred by October 2, 2014 provided, however, that neither Party may terminate this Agreement if such Party is at such time in breach of this Agreement; and provided, further, that such October 2, 2014 date shall be extended (i) for 5 Business Days beyond the completion of any cure period under Section 7.3 (such date, as may be extended pursuant to this Section 10.1(b), the “Termination Date”) and (ii) for 30 days beyond the completion of each request for additional information by the FTC with regard to the HSR Act filings referenced in Section 7.5;
Termination at or Prior to Closing. This Agreement may be terminated at any time on or prior to the Closing Date:
(i) by mutual written consent of the Parties;
(ii) by Seller if the conditions set forth in Section 7.1(i) have not been satisfied in all material respects by Buyer on or before Closing, unless Buyer's failure to satisfy the conditions set forth in Section 7.1(i) are the result of Seller's breach of this Agreement, in which case Seller may not terminate this Agreement pursuant to this Section 7.5(ii);
(iii) by Buyer if the conditions set forth in Section 7.1(ii) have not been satisfied in all material respects by Seller on or before Closing, unless Seller's failure to satisfy the conditions set forth in Section 7.1(ii) are the result of Buyer's breach of this Agreement, in which case Buyer may not terminate this Agreement pursuant to this Section 7.5(iii);
(iv) by any Party on or before the Closing Date if any Governmental Authority shall have issued a final order, judgment, or decree permanently restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or
(v) by Buyer or Seller in accordance with any other applicable termination provision in this Agreement.
Termination at or Prior to Closing. This Agreement may be terminated at any time on or prior to the Closing Date:
(a) by mutual written consent of the parties;
(b) by any party if the Closing shall not have occurred on or before September 30, 1997; provided, however, that no party can so terminate this Agreement if such party is at such time in material breach of any provision of this Agreement; or
Termination at or Prior to Closing. This Agreement may be terminated and the transactions contemplated hereby abandoned as follows:
(a) DEFS and BUYER may elect to terminate this Agreement at any time prior to the Closing by mutual written consent of the Parties;
(b) Either Party by written notice to the other Party may terminate this Agreement if the Closing shall not have occurred on or before August 31, 2003; provided, however, that a Party may not terminate this Agreement if such Party is at such time in material breach of any provision of this Agreement;
(c) Either Party may terminate this Agreement at any time on or prior to the Closing if the other Party shall have materially breached any representations, warranties or covenants of such other Party herein contained and the same is not cured within thirty (30) days after receipt of written notice thereof from the non-breaching Party; and
(d) Either Party may terminate this Agreement to the extent such termination is expressly authorized by another provision of this Agreement.
Termination at or Prior to Closing. This Agreement may be terminated and the transactions contemplated hereby abandoned as follows:
(a) HOLDINGS and DCP may elect to terminate this Agreement at any time prior to the Closing by mutual written consent thereof;
(b) Either HOLDINGS or DCP by written notice to the other may terminate this Agreement if the Closing shall not have occurred on or before December 31, 2006; provided, however, that neither Party may terminate this Agreement if such Party is at such time in material breach of any provision of this Agreement;
Termination at or Prior to Closing. This Agreement may be terminated on or prior to the Closing as follows:
(a) by mutual written consent of the parties;
(b) by Seller on the Closing if the conditions set forth in Article 7 have not been satisfied in all material respects;
(c) by Buyer on the Closing if the conditions set forth in Article 8 have not been satisfied in all material respects;
(d) by Seller if the Closing shall not have occurred on or before September 30, 1999; provided, however, that such party cannot so terminate this Agreement if such party is at such time in material breach of any provision of this Agreement;
(e) by Seller or Buyer if the Closing shall not have occurred on or before November 30, 1999; provided, however, that no such party can so terminate this Agreement if such party is at such time in material breach of any provision of this Agreement;
(f) by Seller or Buyer if any Governmental Entity shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or
(g) by Seller or Buyer if (i) the aggregate amount of all Title Defects (net of any Title Benefits) asserted by Buyer pursuant to Section 10.1 or the aggregate amount of all Purchase Price reductions related to Title Defects pursuant to Section 10.3(a) plus (ii) the estimated aggregate amount of the cost of curing all Violations of Environmental Laws asserted by Buyer pursuant to Sections 10.1 and/or 11.2 or the aggregate amount of all Purchase Price reductions related to Violations of Environmental Laws pursuant to Section 10.3(a), exceeds an amount equal to ten percent (10%) of the Purchase Price.
