Common use of Termination for Failure to Close Clause in Contracts

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7, 2016; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Miramar Labs, Inc.), Agreement and Plan of Merger and Reorganization (Miramar Labs, Inc.)

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Termination for Failure to Close. This Agreement shall automatically may be terminated at any time by any of the Parties if the Closing Date shall not have occurred by July 7August 19, 20162015; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (ViewRay, Inc.), Agreement and Plan of Merger and Reorganization (ViewRay, Inc.)

Termination for Failure to Close. This Agreement shall be automatically be terminated if the Closing Date shall not have occurred by July 7October 6, 2016; 2014 provided, however, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of party that has breached in any provision of material respect its obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Closing to have occurred consummation of the transactions contemplated by such timethis Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (REGAL ONE Corp), Asset Purchase Agreement (REGAL ONE Corp)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7March 15, 20162018; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Amesite Operating Co), Agreement and Plan of Merger and Reorganization (Amesite Inc.)

Termination for Failure to Close. This Agreement shall automatically may be terminated by any party hereto if the Closing Date shall not have occurred by July 7October 31, 2016; provided1999, that PROVIDED THAT, the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred transactions contemplated hereby by such timethe foregoing date.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Nutriceuticals Com Corp), Agreement and Plan of Reorganization (Dynamic Health Products Inc)

Termination for Failure to Close. This Agreement shall automatically be terminated terminate if the Closing Date shall not have occurred prior to 11:59 p.m. Eastern time on January 14, 2020, as such date may be extended by July 7, 2016; provided, that mutual consent of the right to terminate Parties. In the event of termination of this Agreement pursuant to this Section 7.2 2.14, this Agreement shall not forthwith become void and there shall be available to any Party whose breach no liability on the part of any provision of this Agreement results in the failure of the Closing to have occurred by Party; provided, however, that Section 8.7 shall survive such timetermination.

Appears in 1 contract

Samples: Agreement of Merger (Red Cat Holdings, Inc.)

Termination for Failure to Close. This Agreement shall automatically may be terminated by -------------------------------- any of the parties hereto if the Closing Date shall not have occurred by July 7October 15, 2016; provided1999, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 section shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred transactions contemplated hereby by such timethe foregoing date.

Appears in 1 contract

Samples: Xceed Inc

Termination for Failure to Close. This Agreement shall automatically may be terminated by any of the parties hereto if the Closing Date shall not have occurred by July 7April 29, 2016; provided2002, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 section shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred Exchange by such timethe foregoing date.

Appears in 1 contract

Samples: Stock for Stock Exchange Agreement (New York Health Care Inc)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7August 23, 20162017; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Acquisition Agreement (Sincerity Applied Materials Holdings Corp.)

Termination for Failure to Close. This Agreement shall automatically may be terminated terminated, by any Party, if the Closing Date shall not have occurred by July 7September 30, 20162021; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Brain Scientific Inc.)

Termination for Failure to Close. This Unless extended by mutual written consent of the parties hereto, this Agreement shall automatically may be terminated by any party hereto if the Closing Date shall not have occurred by July 7April 30, 2016; provided1999, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred transactions contemplated hereby by such timethe foregoing date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Skylynx Communications Inc)

Termination for Failure to Close. This Agreement shall automatically may be terminated terminated, by any Party, if the Closing Date shall not have occurred by July 7May 15, 20162023; provided, that that, the right to terminate this Agreement pursuant to this Section 7.2 6.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Clean Coal Technologies Inc.)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7May 20, 2016; provided, that the right to terminate this Agreement pursuant to this Section 7.2 8.3 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Valeritas Holdings Inc.)

Termination for Failure to Close. This Agreement shall automatically may be terminated by any party hereto if the Closing Date shall not have occurred by July 731, 2016; provided1999, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 8.2 shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred transactions contemplated hereby by such timethe foregoing date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Continental Choice Care Inc)

Termination for Failure to Close. This Agreement shall automatically may be terminated by -------------------------------- any of the parties hereto if the Closing Date shall not have occurred by July 7November 3, 2016; provided1999, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 section shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred transactions contemplated hereby by such timethe foregoing date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xceed Inc)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7September 30, 20162021; provided, that the right to terminate this Agreement pursuant to this Section 7.2 6.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (EZRaider Co.)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7September 15, 20162017; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Acquisition Agreement (Sincerity Applied Materials Holdings Corp.)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 721, 20162017; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Acquisition Agreement (Sincerity Applied Materials Holdings Corp.)

Termination for Failure to Close. This Agreement shall automatically may be terminated by either Party at any time prior to the Closing if the Closing Date shall not have occurred by July 7January 31, 20162010 or within the thirty (30) day cure period, if applicable ; provided, however, that the right to terminate this Agreement pursuant to under this Section 7.2 shall not be available to any Party whose breach of failure to fulfill any provision of obligation under this Agreement results in shall have been the cause of, or shall have resulted in, the failure of the Closing to have occurred by such timeoccur on or prior to this date.

Appears in 1 contract

Samples: License and Commercialization Agreement (Emergent BioSolutions Inc.)

Termination for Failure to Close. This Agreement shall automatically may be terminated by any of the parties hereto if the Closing Date shall not have occurred by July 7August 31, 2016; provided1996, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 section shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred transactions contemplated hereby by such timethe foregoing date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Polish Telephones & Microwave Corp)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7September 1, 20162017; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Acquisition Agreement (Sincerity Applied Materials Holdings Corp.)

Termination for Failure to Close. This Agreement shall automatically may be terminated by -------------------------------- any of the parties hereto if the Closing Date shall not have occurred by July 7January 31, 2016; provided2000, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 section shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred transactions contemplated hereby by such timethe foregoing date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Xceed Inc)

Termination for Failure to Close. This Agreement shall be automatically be terminated terminated, unless extended in a writing signed by each of the Parties, if the Closing Date shall not have occurred by July 7April 15, 2016; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time2012.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Eastern Resources, Inc.)

Termination for Failure to Close. This Agreement shall automatically may be terminated by any party hereto if the Closing Date shall not have occurred by July 7August 17, 2016; provided2002, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred transactions contemplated hereby by such timethe foregoing date.

Appears in 1 contract

Samples: Escrow Agreement (Scores Holding Co Inc)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7, 20162017; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Acquisition Agreement (Symbid Corp.)

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Termination for Failure to Close. This Agreement shall automatically may be terminated by -------------------------------- any of the parties hereto if the Closing Date shall not have occurred by July 7August 31, 2016; provided1999, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 section shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred Merger by such timethe foregoing date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xceed Inc)

Termination for Failure to Close. This Agreement shall automatically be terminated terminate if the Closing Date shall not have occurred prior to 11:59 p.m. Eastern time on January 17, 2020, as such date may be extended by July 7, 2016; provided, that mutual consent of the right to terminate Parties. In the event of termination of this Agreement pursuant to this Section 7.2 2.14, this Agreement shall not forthwith become void and there shall be available to any Party whose breach no liability on the part of any provision of this Agreement results in the failure of the Closing to have occurred by Party; provided, however, that Section 8.7 shall survive such time.termination”

Appears in 1 contract

Samples: Agreement of Merger (Red Cat Holdings, Inc.)

Termination for Failure to Close. This Agreement shall automatically may be terminated by any of the parties hereto if the Closing Date shall not have occurred by July 7_______________, 2016; provided2001, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 section shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred Merger by such timethe foregoing date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Internet Vip Inc)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7September 19, 20162017; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Acquisition Agreement (Sincerity Applied Materials Holdings Corp.)

Termination for Failure to Close. This Agreement shall be automatically be terminated if the Closing Date shall not have occurred by July 7March 31, 2016; 2015 provided, however, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of party that has breached in any provision of material respect its obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Closing to have occurred consummation of the transactions contemplated by such timethis Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (REGAL ONE Corp)

Termination for Failure to Close. This Agreement shall automatically may be terminated by any of the parties hereto if the Closing Date shall not have occurred by July 7November 15, 2016; provided1997, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 section shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred transactions contemplated hereby by such timethe foregoing date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Think New Ideas Inc)

Termination for Failure to Close. This Agreement shall automatically may be terminated by -------------------------------- any of the parties hereto if the Closing Date shall not have occurred by July 731, 2016; provided2000, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 -------- ---- section shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred transactions contemplated hereby by such timethe foregoing date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Xceed Inc)

Termination for Failure to Close. This Agreement shall automatically may be terminated at any time by any of the Parties if the Closing Date shall not have occurred by July 7November 30, 20162015; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Agreement and Plan of Share Exchange (Cryptosign, Inc.)

Termination for Failure to Close. This Agreement shall automatically may be terminated by any of the parties hereto if the Closing Date shall not have occurred by July 7May 31, 2016; provided2002, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 section shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred Sale by such timethe foregoing date.

Appears in 1 contract

Samples: Agreement (Internet Vip Inc)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7September 30, 20162017; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Exicure, Inc.)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7March 30, 2016; provided2015, that unless such date is extended by the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results Parties in the failure of the Closing to have occurred by such timewriting.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Tyme Technologies, Inc.)

Termination for Failure to Close. This Agreement shall automatically be terminated terminate if the Closing Date shall not have occurred prior to 11:59 p.m. Eastern time on January 24, 2020, as such date may be extended by July 7, 2016; provided, that mutual consent of the right to terminate Parties. In the event of termination of this Agreement pursuant to this Section 7.2 2.14, this Agreement shall not forthwith become void and there shall be available to any Party whose breach no liability on the part of any provision of this Agreement results in the failure of the Closing to have occurred by Party; provided, however, that Section 8.7 shall survive such timetermination.

Appears in 1 contract

Samples: Agreement of Merger (Red Cat Holdings, Inc.)

Termination for Failure to Close. This Agreement shall automatically may be terminated by any party hereto if the Closing Date shall not have occurred by July 7October 31, 2016; provided1999, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 11.2 shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred transactions contemplated hereby by such timethe foregoing date.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7August 15, 20162017; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Acquisition Agreement (Sincerity Applied Materials Holdings Corp.)

Termination for Failure to Close. This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7March 24, 20162017; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Zeta Acquisition Corp Ii)

Termination for Failure to Close. This Agreement shall automatically may be terminated by any of the parties hereto if the Closing Date shall not have occurred by July 7February 8, 2016; provided2000, that provided that, the right to terminate this Agreement pursuant to this Section 7.2 section shall not be available to any Party party whose breach failure to fulfill any of any provision its obligations hereunder has been the cause of this Agreement results or resulted in the failure of to consummate the Closing to have occurred Merger by such timethe foregoing date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stateside Fundings Inc)

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