Termination by Buyer or Seller. Notwithstanding the Effective Date of this Agreement, if Seller does not become an affiliate of Sunrise Coal, LLC, an Indiana limited liability company, on or before December 31, 2014, either Buyer or Seller may terminate this Agreement immediately upon written notice to the other Party. Neither of the Parties shall have any obligation to the other hereunder following the termination of this Agreement pursuant to this Section 12.3.
Termination by Buyer or Seller. This Agreement may be terminated by Buyer or Seller at any time after September 30, 1996 (the "Termination Date") in the event that any condition set forth in Sections 6 or 7 hereof has not been satisfied or tendered by the party owing performance for any reason other than a material breach or default by such party of its respective covenants, agreements, or other obligations under this Agreement, or waived by the party for whose benefit the condition is intended. Upon such termination, neither Buyer nor Seller shall have any further obligation or liability to the other hereunder, except that Sections 14, 15, 16.05, 16.06 and 16.07 of this Agreement shall survive and continue in full force and effect notwithstanding such termination.
Termination by Buyer or Seller. If (i) a final, non-appealable order is issued by any Governmental Authority to restrain, enjoin or prohibit the consummation of the Transactions, (ii) the Closing shall not have occurred on or before September 30, 2001 through no fault of the terminating party, then either party may terminate this Agreement by written notice to the other.
Termination by Buyer or Seller. This Agreement may be terminated at any time prior to the Closing Date by Buyer or Seller (i) if the Closing has not occurred on or before November 30, 1998, unless the party seeking to invoke this subclause (i) is then in material breach of any of its obligations hereunder; (ii) if a court of competent jurisdiction or any governmental authority shall have issued an order, decree or ruling or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable, or (iii) if the other party shall have breached or failed to comply in all material respects with its representations, warranties, covenants and agreements contained in this Agreement; provided, however, that if such breach or failure is reasonably capable of being cured on or before November 30, 1998 and such party commences such cure as soon as practicable and diligently prosecutes (subject to any other limitations of this Agreement) such cure, such party shall be entitled to postpone the Closing Date for a period reasonably sufficient to effect such cure to the reasonable satisfaction of the party asserting such breach or failure, but in no event beyond November 30, 1998.
Termination by Buyer or Seller. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing:
(a) by mutual written consent of Seller and Buyer;
(b) by Seller or Buyer by giving written notice of such termination to the other party if any condition of such party’s obligations hereunder has not been satisfied or waived and the Closing shall not have occurred on or before June 30, 1999, or such other date, if any, as Seller and Buyer shall agree in writing; provided, however, that the terminating party is not in material breach of its obligations under this Agreement;
(c) by Buyer if Seller has breached any representation or warranty to the extent reasonably likely to have a Material Adverse Effect, or materially breached any covenant or agreement contained in this Agreement and such breach is either not capable of being cured prior to the Closing or if such breach is capable of being cured, is not so cured prior to the Closing;
(d) by Seller if Buyer has materially breached any representation, warranty, covenant or agreement contained in this Agreement and such breach is either not capable of being cured prior to the Closing or if such breach is capable of being cured, is not so cured prior to the Closing;
(e) by either Buyer, on the one hand, or Seller, on the other hand, if there shall be in effect any Law or regulation that prohibits the consummation of the Closing or if consummation of the Closing would violate any non-appealable final order, decree or judgment of any court or Governmental Authority having competent jurisdiction;
(f) by Seller, within thirty days of the date hereof, if Seller shall not have received any required consents under its Senior Bank Facility, or
(g) by Seller if Seller receives an Acquisition Proposal (as defined below) from any person or group within 45 days from the date of this Agreement that the Board of Directors of Seller (or any special committee thereof) determines in its good faith judgment is more favorable to Seller’s shareholders than the transaction contemplated by this Agreement.
Termination by Buyer or Seller. This Agreement may be terminated by ------------------------------ Buyer or Seller at any time after October 31, 1998 (the "Termination Date") in the event that any condition set forth in SECTIONS 6 OR 7 hereof has not been satisfied or tendered by the party owing performance for any reason other than a material breach or default by such party of its respective covenants, agreements, or other obligations under this Agreement, unless such condition has been waived by the party for whose benefit the condition is intended. Upon such termination, neither Buyer nor Seller shall have any further obligation or liability to the other hereunder, except that SECTIONS 14, 15, 16.05, 16.06 AND 16.07 of this Agreement shall survive and continue in full force and effect notwithstanding such termination.
Termination by Buyer or Seller. This Agreement may be terminated only as follows:
Termination by Buyer or Seller. If (i) a final, non-appealable order is issued by any Governmental Authority to restrain, enjoin or prohibit the consummation of the Transactions, or (ii) the Closing with respect to any Customer Access Lines shall not have occurred on or before August 1, 2006, then either party may terminate this Agreement by written notice to the other. Notwithstanding the foregoing, if a non-appealable order is issued by a state PUC to restrain, enjoin or prohibit the consummation of the Transactions, then within ten (10) days of the date such an order becomes final and non-appealable, the Buyer and Seller will initiate good faith negotiations to modify the Agreement to address the terms of the PUC order. If the parties are unable to successfully modify the Agreement, either party shall, at its option, have the right to terminate this Agreement by written notice to the other party.
Termination by Buyer or Seller. This Agreement may be terminated by either Buyer or Seller at any time before the Closing Date:
(a) if the Transactions have not been consummated by the date that is 180 days from the date of this Agreement (the “Termination Date”), except that the right to terminate this Agreement under this Section 7.02(a) shall not be available to any Party whose breach of this Agreement has been a principal cause of, or principal reason for, the failure to consummate the Transactions by such date; or
(b) if any Law is enacted, issued, promulgated or entered by a Governmental Authority of competent jurisdiction (including Nasdaq) that permanently enjoins, or otherwise prohibits consummation of the Transactions or indicates that Buyer Common Stock will be delisted from Nasdaq, and (in the case of any Order) such Order has become final and non-appealable.
Termination by Buyer or Seller. This Agreement may be terminated and the transactions contemplated hereby abandoned by Seller and OKFC on one hand or Buyer on the other hand: 14.
2.1 At any time on or prior to the Closing Date if the other has, in any material respect, breached any covenant, undertaking, representation or warranty contained herein, and such breach has not been cured by such breaching party by the earlier of 30 days after the date on which notice pursuant to Subsection 14.4 is given to the breaching party or the Closing Date; 14.
2.2 In the event any of the conditions precedent to the obligations of such party specified in Sections 11, 12 or 13, as applicable, of this Agreement has not been met as of the date required by this Agreement and, if not so met, has not been waived by such party; 14.
2.3 At any time, if any regulatory approval required for consummation of the Acquisition is denied by the applicable regulatory authority, and the time period for appeals and requests for reconsideration has expired; or 14.
2.4 In the event the acquisition contemplated by this Agreement has not been consummated by 5:00 p.m. Chicago time on June 30, 1996.
