Termination Before Closing. This Asset Purchase Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of all parties hereto; (b) by Purchaser, if, prior to the Closing, any condition set forth herein for the benefit of Purchaser, respectively, is not met to Purchaser’s satisfaction or cannot be cured shall not have been timely met or waived by the Purchaser; or (c) by either Sellers or Purchaser if the Closing has not occurred on or prior to November 30, 2006, for any reason other than the delay or nonperformance of the party or parties seeking such termination. Termination of this Agreement pursuant to this Article 11 shall terminate all obligations of the parties hereunder, except for the obligations under Section 12.1, and such termination shall not constitute a waiver of any rights (including rights to indemnification under any agreement or covenant in this Agreement occurring prior to such termination) .
Termination Before Closing. This Agreement shall terminate and the transactions contemplated by this Agreement shall be abandoned upon occurrence of any of the following events at any time prior to the Closing:
(a) by KnowFat, upon its written notice to GFVentures in the event that GFVentures is in breach of any representation, warranty or covenant contained in this Agreement, and such breach, individually or in combination with any other such breach, (i) would cause the conditions set forth in Section 4.2 not to be satisfied and (ii) is not cured within 15 days following delivery by KnowFat to GFVentures of written notice of such breach;
(b) by GFVentures, upon its written notice to KnowFat in the event that KnowFat is in breach of any representation, warranty or covenant contained in this Agreement, and such breach, individually or in combination with any other such breach, (i) would cause the conditions set forth in Section 4.1 or 4.3 not to be satisfied and (ii) is not cured within 15 days following delivery by GFVentures to KnowFat of written notice of such breach;
(c) by mutual written consent of the Parties;
(d) by GFVentures, upon its written notice to KnowFat, if the Closing shall not have occurred by October 1, 2006 (the “Expiration Date”), and the reason for the Closing not occurring by such date is not the breach or default of GFVentures of any of its obligations under this Agreement; or
(e) by either GFVentures or KnowFat, upon its written notice to such other Party, if (i) any court of competent jurisdiction shall have issued an order, decree or ruling or taken any other action (A) restraining or enjoining the transactions contemplated under this Agreement until a date later than the Expiration Date or (B) otherwise prohibiting the transactions contemplated under this Agreement, and (ii) such order, decree, ruling or other action shall have become final and non-appealable. If any Party terminates this Agreement pursuant to this Section 5.2, all obligations of each Party hereunder shall terminate (except those set forth in Section 7 hereof, which shall continue in effect) without any liability of any Party to any other Party (except for any liability of any Party for breaches of this Agreement).
Termination Before Closing. If Closing shall not have previously occurred, this Agreement may be terminated:
(a) If the Closing has not occurred prior to the time provided for in Section 10.1;
(b) Pursuant to Section 7.3 hereof;
Termination Before Closing. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before Closing:
(a) by mutual consent of the Sellers and the Buyer;
(b) by the Sellers, (i) in the circumstances referred to in Schedule 1.1 Navion Reorganisation, (ii) if the Buyer makes a claim based on Clause 5.3.12 (i), or (iii) if the Buyer has materially breached this Agreement and has not cured such breach within 30 Business Days after written notice to the Buyer, provided that no cure period shall be required for a breach which by its nature cannot be cured, such that the conditions set forth in Clause 10 will not be satisfied;
(c) by the Buyer, if the Sellers have materially breached this Agreement and have not cured such breach within 30 Business Days after written notice to the Sellers, provided that the Buyer is not then in breach of the terms of this Agreement, and provided further that no cure period shall be required for a breach which by its nature cannot be cured, such that the conditions set forth in Clause 10 will not be satisfied;
(d) by each of the Parties, if Closing shall not have taken place by 30 June 2003, provided that the right to terminate this Agreement under this Clause 13 shall not be available to a Party whose failure to fulfill any material obligation under this Agreement has been grossly negligent or willful and the cause of, or resulted in, the failure of Closing to occur on or before such date.
Termination Before Closing. If the Closing has not occurred on or prior to April 12, 2021, any Investor shall have the right, by delivery of written notice to the Company to terminate this Agreement (such date, the “Termination Date”). From the date hereof until the earlier of (x) the Closing Date and (y) the Termination Date, each Investor shall forbear from taking any actions with respect to the Securities not explicitly set forth herein, including, without limitation, conversions, exercises, redemptions, exchanges or delivery of written notice to the Company to require the conversion, exercise, redemption or exchange of any of the Securities.
Termination Before Closing. If the Closing has not occurred on or prior to July 1, 2021, the Holder shall have the right, by delivery of written notice to the Company to terminate this Agreement (such date, the “Termination Date”).
Termination Before Closing. If Closing shall not have previously occurred, this Agreement may be terminated:
(a) Pursuant to Section 7.3 hereof;
(b) By Buyer, upon the occurrence of a Seller's Event of Default (as defined in Section 14.2) or upon failure of a condition precedent to Buyer's obligation to close set forth in Section 10.4;
Termination Before Closing. This Agreement may be terminated before the Closing:
(a) By the mutual consent of IceWEB, Propster, DevElements and the Shareholders;
(b) By IceWEB and Propster, if the representations and warranties of DevElements and the Shareholders set forth herein shall not be accurate, or conditions precedent I set forth herein shall not have been satisfied in all material respects;
(c) By DevElements and the Shareholders, if the representations and warranties of IceWEB set forth herein shall not be accurate, or conditions precedent set forth herein shall not have been satisfied in all material respects; and
(d) In the event of any such termination, each party shall bear their own expenses.
Termination Before Closing. 25 11.1 Termination....................................................25 11.2
Termination Before Closing. This Agreement may be terminated before the Closing:
(a) By the mutual consent of IceWEB, IOI and PatriotNet;
(b) By IceWEB and IOI, if the representations and warranties of PatriotNet and PCG set forth herein shall not be accurate, or conditions precedent set forth herein shall not have been satisfied in all material respects;
(c) By PatriotNet and PCG, if the representations and warranties of IceWEB and IOI set forth herein shall not be accurate, or conditions precedent set forth herein shall not have been satisfied in all material respects; and
(d) In the event of any such termination, each party shall bear their own expenses.
