Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to a willful breach of any material representation, warranty or covenant occurring or arising prior to the date of termination, upon the occurrence of any of the following:
(a) Upon mutual agreement of the parties;
(b) Upon written notice by Purchaser, Seller or Parent to the other parties immediately upon receipt by Purchaser, Seller or Parent of notice from any Governmental Authority that Purchaser, Seller or Parent, as the case may be, has been denied any Regulatory Approval by Final order;
(c) Upon written notice by Purchaser, Seller or Parent to the other party, if the Closing has not occurred on or before August 30, 2012;
(d) By Purchaser, Seller or Parent (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations, warranties, covenants or other agreements set forth in this Agreement on the part of another other party, which breach is not cured within 30 days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that Purchaser, Seller or Parent shall not have the right to terminate this Agreement pursuant to this Section 15.3(d) unless the breach of representation, warranty, covenant, or other agreement together with all other such breaches would have a Material Adverse Effect; or
(e) By Seller or Parent if, without breaching Section 9.4, Seller or Parent, as the case may be, shall contemporaneously enter into a definitive agreement with a third party providing for an Acquisition Proposal on terms determined in good faith by the board of directors of Seller or Parent determines, as the case may be, after consulting with and considering the advice of financial advisors and outside counsel, to constitute a Superior Proposal; provided, that the right to terminate this Agreement under this Section 15.3(e) shall not be available unless the terminating party delivers to Purchaser (i) written notice of its intention to terminate at least ten (10) Business Days prior to termination and (ii) simultaneously with such termination, pays the Fee referred to in Section 15.4. For purposes of this Section 15.3(e), “
Termination; Extension of Closing Date. This Agreement may be terminated:
A. By the non-defaulting party, if the other party hereto shall fail to perform or comply in a timely manner with its obligations under this Agreement, and such failure remains uncured on the tenth business day following receipt of written notice of termination from the non-defaulting party.
B. By mutual written consent of the parties hereto.
C. By Seller or Purchaser, if the Closing has not occurred as of August 31, 2010, unless the parties agree in writing to further extend the Closing; provided a defaulting party may not exercise a right of termination or extension under this paragraph if its material breach remains uncured.
Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to breach of any representation, warranty or covenant occurring or arising prior to the date of termination, upon the occurrence of any of the following:
(a) Upon mutual agreement of the parties;
(b) Immediately, upon receipt by Purchaser or Seller of notice from any regulatory authority that Purchaser or Seller, as the case may be, has been denied any Regulatory Approval by Final order;
(c) Upon written notice by either party to the other if the Closing has not occurred within six (6) months of the date hereof, unless the parties shall by mutual agreement extend the time for Closing;
(d) Automatically following termination of the Parent Merger Agreement; and
(e) By Seller, in its sole discretion, upon termination of the transactions contemplated in the Xxxxxxx Purchase Agreement.
Termination; Extension of Closing Date. (a) Seller or Purchaser, as the case may be, may terminate this Agreement prior to the Closing Date if the other party materially breaches the terms of this Agreement and fails to cure such breach (i) within 10 days following its receipt written notice of such breach from the non-breaching party, in the case of breaches that may reasonably be cured in a 10-day period, and (ii) within a reasonable period of time following its receipt of written notice of such breach from the non-breaching party in the case of breaches that may not reasonably be cured in a 10-day period.
(b) This Agreement may be terminated by the mutual written consent of the parties hereto;
(c) This Agreement may be terminated by either Seller or Purchaser as provided in Section 3.15; or
(d) his Agreement may be terminated by Seller or Purchaser, if the Closing has not occurred as of November 30, 2005, unless the parties shall have agreed in writing to further extend the time for consummation of the transactions contemplated by this Agreement; provided a party in material breach of this Agreement may not exercise a right of termination under this subsection so long as such material breach remains uncured.
Termination; Extension of Closing Date. This Agreement -------------------------------------- shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to a willful breach of any material representation, warranty or covenant occurring or arising prior to the date of termination, upon the occurrence of any of the following:
(a) Upon mutual agreement of the parties;
(b) Upon written notice by either Purchaser or Seller to the other parties immediately upon receipt by Purchaser or Seller of notice from any governmental authority that Purchaser or Seller, as the case may be, has been denied any Regulatory Approval by Final order;
(c) Upon written notice by either Purchaser or Seller to the other parties, if the Closing has not occurred on or before December 31, 2007; or
(d) By either the Purchaser or Seller (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations, warranties, covenants or other agreements set forth in this Agreement on the part of the other party, which breach is not cured within thirty (30) days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing.
Termination; Extension of Closing Date. This Agreement -------------------------------------- shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to a willful breach of any representation, warranty or covenant occurring or arising prior to the date of termination, upon the occurrence of any of the following:
(a) Upon mutual agreement of the parties;
(b) Upon receipt by CB, LSB or MSB or Seller or Target of notice from any regulatory authority that such party has been denied any Regulatory Approval by Final order, provided, however, that termination pursuant to this Section 14.4(b) shall be effective only as to the applicable bank, whether CB, LSB or MSB, individually; or
(c) Upon written notice by any party to the other parties, if the Closing has not occurred by January 31, 2000, unless the closing under Section 11.1 of the Stock Purchase Agreement is extended pursuant to Section 12.1.3 of the Stock Purchase Agreement or the parties shall by mutual agreement otherwise extend the time for Closing under this Agreement. In the event any party breaches its obligations hereunder other than due to circumstances described in the third sentence of Section 14.18 hereof and causes the termination of the Agreement or causes another party to assume its obligations in order for the transaction to be consummated, then the breaching party shall be liable to the other party or parties for out-of-pocket expenses actually incurred in connection with the transactions contemplated hereby.
Termination; Extension of Closing Date. This Agreement may be terminated:
A. By the non-defaulting party, if the other party hereto shall fail to perform or comply in a timely manner with its obligations under this Agreement, including its obligations under the Real Property Contract, and such failure remains uncured on the tenth (10th) day following receipt of written notice from the non-defaulting party thereof.
B. By mutual consent of the parties hereto. C. By Seller, if Purchaser terminates the Real Estate Contract as permitted thereunder; provided, however, Seller shall not be permitted to terminate this Agreement if the Real Estate Contract is terminated in accordance with Section 4.10 of this Agreement. D. By Seller or Purchaser, if the Closing has not occurred as of September 30, 2009, unless Purchaser provides Seller with written notice at least 30 days prior to September 30, 2009 of its election to further extend the time for consummation of the transactions contemplated by this Agreement to December 30, 2009; provided a defaulting party may not exercise a right of termination or extension under this paragraph.
Termination; Extension of Closing Date. This Agreement may be terminated:
A. By the non-defaulting party, if the other party hereto shall fail to perform or comply in a timely manner with its obligations under this Agreement and such failure remains uncured on the tenth (10th) day following receipt of written notice from the non-defaulting party thereof. B. By mutual consent of the parties hereto. C. By Seller or Purchaser, if the Closing has not occurred as of September 30, 2009, unless Purchaser provides Seller with written notice at least 30 days prior to September 30, 2009 of its election to further extend the time for consummation of the transactions contemplated by this Agreement to December 30, 2009; provided a defaulting party may not exercise a right of termination or extension under this paragraph. D, By Seller or Purchaser, in the event Seller is unable to obtain an assignment, at no additional cost to Seller except as expressly set forth in Section 13 of the real property lease set forth in Schedule 1.2B, of the Leased Real Property to Purchaser (without any material alterations required by any third party and preserving for Purchaser all material rights and privileges thereunder).
Termination; Extension of Closing Date. This Agreement shall terminate and shall be of no further force or effect as between the parties hereto, except as to the liability for actual direct damages due to breach of any representation, warranty or covenant occurring or arising prior to the date of termination, upon the occurrence of any of the following
(a) Upon mutual agreement of the parties;
(b) Immediately upon receipt by Purchaser or Seller of notice from any regulatory authority that purchaser or Seller, as the case has been denied any Regulatory Approval by Final order; or
(c) Upon written notice by either party to the other, if the Closing has not occurred within six (6) months of the date hereof, unless the parties shall by mutual agreement extend the time for Closing.
Termination; Extension of Closing Date. This Agreement is terminated if:
A. the other party hereto shall fail to perform or comply in a timely manner with its obligations under this Agreement, and such failure remains uncured on the tenth business day following receipt of written notice of termination from the non-defaulting party of its intent to terminate this Agreement pursuant to this Section 9.2A;
B. the parties mutually consent to terminate this Agreement; or
C. if the Closing has not occurred as of December 31, 2011, unless the parties agree in writing to further extend the Closing; provided a defaulting party may not exercise a right of termination or extension under this paragraph if its material breach remains uncured. In the event that this Agreement is terminated by Purchaser or Seller pursuant to Section 9.2A for the other party’s failure to perform or comply in a timely manner with its obligations under this Agreement, then the nonperforming party shall, within five days after the date of such termination, pay to the terminating party, by wire transfer of immediately available funds, the aggregate amount of $250,000, payment of such amount to be the sole and exclusive remedy.
