Common use of Termination Before Closing Clause in Contracts

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. This Agreement shall terminate (a) Before the Closing, this agreement may be terminated, and the transactions contemplated by this Agreement shall be abandoned agreement abandoned, upon occurrence notice by the terminating party to the other parties, solely in the following circumstances: (i) by mutual consent of Buyer and Seller; (ii) by Buyer in accordance with section 5.12(a) (if and when permitted thereby); (iii) by Buyer, if (A) Buyer is not then in material breach of this agreement and (B) one of the following has occurred: (1) Seller fails to consummate the transactions contemplated by this agreement (including by failing to execute and deliver any of the following events at any time Closing Documents pursuant to section 8.02) when all of the conditions to the obligations of Seller to consummate the transactions contemplated by this agreement have been satisfied, or (2) the satisfaction prior to the ClosingEnd Date of any condition to the obligations of Buyer to consummate the transactions contemplated by this agreement becomes impossible or impracticable with the use of commercially reasonable efforts (and the impossibility or impracticality of such conditions being satisfied has not resulted from any breach of this agreement by Buyer), or (3) the End Date has passed (and the failure of the Closing to occur by the End Date did not result from any breach of this agreement by Buyer); or (iv) by Seller, if (A) Seller is not then in material breach of this agreement and (B) one of the following has occurred: (a1) Buyer fails to consummate the transactions contemplated by KnowFatthis agreement (including by failing to execute and deliver any of the Closing Documents or deliver the Cash Proceeds Payable to Seller pursuant to section 8.03) when all of the conditions to the obligations of Buyer to consummate the transactions contemplated by this agreement have been satisfied, upon its or (2) the satisfaction prior to the End Date of any condition to the obligations of Seller to consummate the transactions contemplated by this agreement becomes impossible or impracticable with the use of commercially reasonable efforts (and the impossibility or impracticality of such conditions being satisfied has not resulted from any breach of this agreement by Seller), or (3) the End Date has passed (and the failure of the Closing to occur by the End Date did not result from any breach of this agreement by Seller). The “End Date” shall be September 30, 2011; provided that if, as of such date, all of the conditions to the obligations of each party to consummate the transactions contemplated by this agreement have been satisfied (or waived by each party entitled to the benefit thereof) other than the receipt of one or more consents, approvals, licenses and other authorizations of Governmental Authorities and/or the expiration or termination of all applicable waiting periods under the HSR Act, then either Buyer or Seller shall have the right, exercisable by giving written notice to GFVentures in the event other, to extend the End Date to a date that GFVentures is in breach not later than December 31, 2011. (b) If this agreement is validly terminated pursuant to this section, this agreement will be null and void, and there will be no liability on the part of any representationparty pursuant to this agreement, warranty or covenant contained in this Agreement, and such breach, individually or in combination with any other such breach, except that (i) would cause upon termination of this agreement pursuant to subparagraphs (ii), (iii) or (iv) of section 8.04(a), Seller will remain liable to Buyer and Buyer will remain liable to Seller for any breach of their respective obligations existing at the conditions set forth time of such termination, and each party may seek such remedies or damages against the other with respect to any such breach as are provided in Section 4.2 not to be satisfied this agreement or as are otherwise available at law or in equity and (ii) is not cured within 15 days following delivery by KnowFat to GFVentures the expense allocation provisions 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”), section 5.21 and the reason for the Closing not occurring by such date is not the breach or default confidentiality provisions of GFVentures of section 11.19 shall remain in full force and effect and survive 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 termination of this Agreement)agreement.

Termination Before Closing. This Agreement shall terminate and the transactions contemplated by this Agreement shall may be abandoned upon occurrence of any of the following events terminated at any time prior to the before Closing: (a) by KnowFatthe mutual consent of Coastal, upon its written notice to GFVentures Seller and the Buyer Parents 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 breachwriting; (b) by GFVentures, upon its written notice the Buyer Parents if there is a material breach with respect to KnowFat in any of the event that KnowFat is in breach representations or warranties of any representation, warranty Coastal or covenant Seller contained in this Agreement, Agreement (except for breaches in such representations and such breach, warranties that do not individually or in combination the aggregate reflect a Material Adverse Effect with respect to the Companies taken as a whole) or a default in the observance or performance of any other of the covenants of Coastal or Seller contained in this Agreement and such breach, (i) would cause breach or default remains uncured for a period of 30 days after Buyers deliver notice thereof to Coastal and Seller; or if the conditions set forth in Section 4.1 or 4.3 not of this Agreement to be satisfied complied with or performed by Coastal or Seller on or before the Closing Date are not complied with or performed in all material respects at the time required for such compliance or performance and (ii) such noncompliance or nonperformance is not cured within 15 days following delivery waived by GFVentures to KnowFat of written notice of such breachthe Buyer Parents; (c) by mutual written consent Coastal and Seller if there is a material breach with respect to any of the Parties;representations or warranties of the Buyer Parents contained in this Agreement (except for breaches in such representations and warranties that do not individually or in the aggregate reflect a Material Adverse Effect with respect to the Buyers taken as a whole) or in the observance or performance of any of the covenants of the Buyer Parents contained in this Agreement and such breach or default remains uncured for a period of 30 days after Coastal or Seller deliver notice thereof to the Buyer Parents; or if the conditions of this Agreement to be complied with or performed by Buyer Parents or Buyers on or before the Closing Date are not complied with or performed in all material respects at the time required for such compliance or performance and such noncompliance or nonperformance is not waived by Seller and Coastal Sub; or (d) by GFVentures, upon its written notice to KnowFat, any of the Buyer Parents or Buyers if the Closing shall has not have occurred by October 1on or prior to March 31, 2006 (the “Expiration Date”)1997, and the reason for the Closing not occurring by other than as a result of any such date is not the party's material breach or default of GFVentures of any of its obligations under this Agreement; or. (e) by either GFVentures Coastal, Seller or KnowFatCoastal Sub if the Closing has not occurred on or prior to March 31, upon its written notice to such 1997, 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 than as 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 result of any Party to any other Party (except for any liability of any Party for breaches such party's material breach or default of this Agreement).

Termination Before Closing. This Agreement shall terminate and the transactions contemplated by this Agreement shall may be abandoned upon occurrence of any of the following events terminated at any time prior to the Closing: (a) by KnowFatthe mutual written consent of Xxxxxx and Xxxxx; (b) by either Seller or Buyer if the Closing has not been consummated by December 1, 2024 (the “End Date”); provided, that the right to terminate this Agreement under this Section 10.01(b) shall not be available to any Party whose action or failure to act has been a principal cause of, or resulted in the failure of, the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either Seller or Buyer, if a Governmental Authority shall have issued or enacted any Law or Governmental Order or taken any other action (including the failure to have taken an action), in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Closing, which Law or Governmental Order is final and nonappealable, as applicable; (d) by Seller, upon its written notice to GFVentures in the event that GFVentures is in a breach of any representation, warranty warranty, covenant or covenant contained agreement set forth in this AgreementAgreement by Buyer, and such breach, individually or in combination with any other such breach, (i) would cause that the conditions set forth in Section 4.2 8.03 would not to be satisfied and as of the time of such breach; provided that if such breach by Xxxxx is curable prior to the End Date through the exercise of reasonable efforts, then Seller may not terminate this Agreement under this Section 10.01(d) prior to twenty (20) days following written notice from Seller to Buyer of such breach (it being understood that Seller may not terminate this Agreement pursuant to this Section 10.01(d) if (i) such breach by Buyer is cured such that such conditions would then be satisfied, (ii) such breach by Xxxxx is not cured within 15 days following delivery due primarily to the failure of Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by KnowFat it prior to GFVentures of written notice of such breach; the Closing, or (biii) by GFVentures, upon its written notice to KnowFat in the event that KnowFat Seller is in breach of any representation, warranty or covenant contained in this Agreement, and Agreement such breach, individually or in combination with any other such breach, (i) would cause that the conditions set forth in Section 4.1 or 4.3 8.02 would not to be satisfied and (ii) is not cured within 15 days following delivery by GFVentures to KnowFat of written notice of such breachsatisfied); (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 KnowFatXxxxx, upon its written notice a breach of any representation, warranty, covenant or agreement set forth in this Agreement by the Seller, such that the conditions set forth in Section 8.02 would not be satisfied as of the time of such breach; provided that if such breach is curable by Seller prior to such other Partythe End Date through the exercise of reasonable efforts, 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 then Buyer may not terminate this Agreement under this Agreement until a date later than the Expiration Date or Section 10.01(e) prior to twenty (B20) otherwise prohibiting the transactions contemplated under this Agreement, and days following notice from Buyer to Seller of such breach (ii) such order, decree, ruling or other action shall have become final and non-appealable. If any Party terminates it being understood that Buyer may not terminate this Agreement pursuant to this Section 5.210.01(e) if (i) such breach by Seller is cured such that such conditions would then be satisfied, all obligations (ii) such breach by Seller is due primarily to the failure of each Party hereunder shall terminate Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing, or (except those iii) Buyer is in breach of this Agreement such that the conditions set forth in Section 7 hereof8.03 would not be satisfied); or (f) by Seller if (i) all of the conditions set forth in Section 8.01 and Section 8.02 have been satisfied by Seller or waived in writing by Buyer (other than any conditions that by their terms are to be satisfied at the Closing, which shall continue provided that each of such conditions is able to be satisfied at the Closing), (ii) Buyer has failed to consummate the Closing at the time required pursuant to Section 2.04(a), (iii) Seller has notified Buyer in effectwriting that (A) without any liability all of any Party the conditions set forth in Section 8.03 have been satisfied or, if permissible under Law, will be waived in writing by Seller, and (B) Seller stands ready, willing and able to any other Party consummate the Closing, and (except for any liability iv) Buyer fails to consummate the Closing by the expiration of any Party for breaches of this Agreement)five (5) Business Days following such notification.