Termination by Reason of Breach Sample Clauses

Termination by Reason of Breach. This Agreement may be terminated by the Seller, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Buyer or the failure by the Buyer to perform any condition or obligation hereunder, and may be terminated by the Buyer, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Seller or the failure of the Seller to perform any condition or obligation hereunder.

Termination by Reason of Breach. This Agreement may be terminated by Seller if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of Buyer or the failure by Buyer to perform any condition or obligation hereunder, and may be terminated by Buyer, if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of Seller or the failure of Seller to perform any condition or obligation hereunder. Written notice of any such termination must be delivered by the terminating Party to the non-terminating Party and non-terminating Party shall have thirty (30) days to cure said breach. If such breach shall remain uncured by such thirtieth (30th) day then this Agreement may be terminated.

Termination by Reason of Breach. This Agreement may be ------------------------------- terminated by the Seller or the Principal Stockholder, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Buyer or the failure by the Buyer to perform any condition or obligation hereunder, and may be terminated by the Buyer, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Seller or the Principal Stockholder or the failure of the Seller or the Principal Stockholder to perform any condition or obligation hereunder.

Termination by Reason of Breach. (a) This Agreement may be terminated by the Stockholder, if at any time prior to the Closing there shall occur a material breach of any of the covenants of the Buyer or the failure by the Buyer to perform any material condition or obligation hereunder. (b) This Agreement may be terminated by the Buyer, if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Stockholder or the failure by the Stockholder to perform any material condition or obligation hereunder. (c) In the event of any breach of any of the representations, warranties or covenants of the Majority Stockholders or the Company or the failure by the Majority Stockholders or the company to perform any condition or obligation under the Majority Stock Purchase Agreement (a "Pre-Closing Breach"), the Buyer shall have the right to terminate the Majority Stock Purchase Agreement. In the event of a Pre-Closing Breach by the Majority Stockholders or the Company, or the inability of the Selling Stockholders to give title or deliver possession of any of the shares of the Company owned by such Selling Stockholders, or the inability of the Majority Stockholders or the Company to satisfy all of the terms and conditions precedent to Closing as set forth in the Majority Stock Purchase Agreement, the Buyer may elect by written notice given to the Stockholder's Representative at or prior to the Closing Date either to (i) terminate this Agreement, or (ii) extend the scheduled Closing Date by 30 days, during which period the Majority Stockholders have agreed to use their best efforts to cure the Pre-Closing Breach, remove all Share Encumbrances, if any, not permitted by the terms of this Agreement, remove all other defects in title, and to deliver possession and good, clear and marketable title to the shares of the Company owned by the Selling Stockholders, and the Majority Stockholders and the Company have agreed to use their best efforts to satisfy all other conditions to Closing as provided in the Majority Stock Purchase Agreement, and to make the assets of the Company and its subsidiaries conform to the provisions therein. The Stockholder agrees to use his, her or its best efforts to assist the Majority Stockholders or the Company, as applicable, in their efforts with respect to the foregoing, to the extent the Stockholder has any control over or can influence such circumstances. If the Majority Stockholders or the Company (as the cas...

Termination by Reason of Breach. This Agreement may be terminated by the Seller, if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Buyer or a material failure by the Buyer to perform any condition or obligation hereunder, and may be terminated by the Buyer, if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Seller or a material failure of the Seller to perform any condition or obligation hereunder, in each case if the breaching party has not cured such breach within ten (10) days of receipt of written notice thereof from the non-breaching party.

Termination by Reason of Breach. This Agreement may be terminated by the Company if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Buyer or the failure by the Buyer to perform any condition or obligation hereunder (a "Pre-Closing Breach"). This Agreement may be terminated by the Buyer if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Company or the failure of the Company to perform any condition or obligation hereunder. Subject to Section 4.9 herein, this Agreement may be terminated by either the Company or the Buyer if at any time prior to the Closing: (a) the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement and the transactions contemplated herein, (b) Company enters into a binding written agreement with respect to a Superior Proposal, or (c) the IP Asset Purchase Agreement is terminated.

Termination by Reason of Breach. This Agreement may be terminated by ------------------------------- TJX or Seller, if any time prior to the Closing there shall occur a material or willful breach of any of the representations, warranties or covenants of Buyer or the failure by Buyer to perform any material condition or obligation hereunder, and may be terminated by Buyer, subject to Section 5.3, if at any time prior to the Closing there shall occur a material or willful breach of any of the representations, warranties or covenants of TJX or Seller or the failure of TJX or Seller to perform any material condition or obligation hereunder. If this Agreement is terminated by reason of breach, subject to Section 5.3, the breaching party shall indemnify the non-breaching party for all costs and expenses incurred by the non-breaching party (including all legal, accounting or other professional fees and commitment fees); provided, that the non-breaching party shall have any and all further rights and remedies available to it under law or equity as a result of such breach.

Termination by Reason of Breach. This Agreement may be terminated by the Seller, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Buyer or the failure by the Buyer to perform in any respect any condition or obligation hereunder provided that such breach or failure would reasonably be expected to create a liability of $100,000 or more, the Seller has notified the Buyer of the breach, and the breach has continued without cure for the lesser of 15 days after receipt of notice and the number of days prior to the Closing. This Agreement may be terminated by the Buyer, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Seller, PGL or Teberebie or the failure of the Seller, PGL or Teberebie to perform in any respect any condition or obligation hereunder provided that such breach or failure would amount to a Material Adverse Effect, the Buyer has notified the Seller of the breach, and the breach has continued without cure for the lesser of 15 days after receipt of notice and the number of days prior to the Closing (such a breach by the Seller, PGL or Teberebie shall be referred to herein as a "PRE-CLOSING BREACH").

Termination by Reason of Breach. This Agreement may be terminated by the Transferor, if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Transferee or the failure by the Transferee to perform any condition or obligation hereunder, and may be terminated by the Transferee, if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Transferor or the failure of the Transferor to perform any condition or obligation hereunder. Written notice of any such termination must be delivered by the terminating party to the non-terminating party.

Termination by Reason of Breach. This Agreement may be terminated by the Stockholder, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Buyer or the failure by the Buyer to perform any condition or obligation hereunder, and may be terminated by the Buyer, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Stockholder or the Company or the failure of the Stockholder or the Company to perform any condition or obligation hereunder. In addition, the Stockholder may terminate this Agreement on or before August 16, 2002, in the event that Thomas Weisel Partners LLC advises the Company that it will be uxxxxx tx xxxxver the opinion contemplated by Subsection 7.4.