Termination in Absence of Closing. If by the close of business on September 30, 1998 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; provided, however, that any termination pursuant to this Section 2.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.
Termination in Absence of Closing. If the Closing has not occurred by the close of business on March 31, 2008, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other party hereto, without liability of or to any party to this Agreement or any stockholder, director, officer, employee, or representative of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article IV have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 1.4, the failure of such party to perform its obligations under this Article I on such date; provided, however, that the provisions of Article VI and Article VII shall survive any such termination; and, provided further, however, that any termination pursuant to this Section 1.5 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article IV have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 1.4, the failure of such party to perform its obligations under this Article I on such date.
Termination in Absence of Closing. (a) If by the close of business on April 30, 2000, the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representative of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01; provided, however, that the provisions of Sections 9.02, 9.03, 9.04, 9.07 and 9.08 shall survive any such termination.
(b) Notwithstanding the approval of the Board of Directors of Buyer, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by the Buyer if:
(i) any representations or warranties made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue in any material respect; or
(ii) the Company or any Shareholder shall have defaulted in any material respect in the performance of any material obligation under this Agreement.
Termination in Absence of Closing. This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by any party hereto, if:
4.4.1 any representation or warranty made herein for the benefit of the other party or any certificate, schedule or document furnished to the other party pursuant to this Agreement is materially untrue; or
4.4.2 the other party shall have defaulted in any material respect in the performance of any obligation under this Agreement; or
4.4.3 there has occurred a Material Adverse Effect to the Business.
Termination in Absence of Closing. If by the close of business on December 31, 1998 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is such party's willful breach of the provisions of this Agreement. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.
Termination in Absence of Closing. (a) If by the close of business on the Closing Date, the Closing has not occurred, then any party may thereafter terminate this Agreement by written notice to the other parties hereto, without liability of or to any other party to this Agreement, unless the reason for closing having not occurred is (i) such party's breach of any of its obligations, representations,
(b) This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by either party if:
(i) any representation or warranty made herein for the benefit of such party or any certificate, schedule or document furnished to such party pursuant to this Agreement is untrue; or
(ii) the other party shall have defaulted in any respect in the performance of any obligation under this Agreement; or
(iii) a material adverse change has occurred to the other party's financial or business condition.
(c) if this Agreement is terminated other than for any reason evidenced in Section 4.8(b) herein, Parent agrees to pay one-half (1/2) of the cost of the audit required pursuant to Section 7.7 herein.
Termination in Absence of Closing. If by the close of business on December 31, 1998 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect to the other parties hereto without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representative of such party unless the reason for the Closing having not occurred is such party's willful breach of the provisions of this Agreement; provided, however, that any termination pursuant to this Section 3.4 shall not relieve any party hereto who was responsible for the Closing having not occurred of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) the failure of such party to perform its obligations under this Article III on such date, if all of the conditions to such party's obligations set forth in Article VII (other than Section 7.1(c) hereof) have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1 hereof.
Termination in Absence of Closing. 6.4.1 This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Outside Closing Date:
(i) By the Party for whose benefit such representation and warranty is given, if any material representation or warranty made herein by the other Party or in any certificate, schedule or document furnished by either party pursuant to this Agreement is materially untrue;
(ii) By the Party for whose benefit such conditions are provided, if any of the conditions precedent to closing set forth in Section 6.2 above are not satisfied or capable of being satisfied by the Outside Closing Date; or
Termination in Absence of Closing. If by the close of business on December 31, 1998 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been
Termination in Absence of Closing. (a) Purchaser shall have the right to terminate this Agreement without liability to any party by so notifying the Sellers at any time prior to Closing if, in Purchaser's sole discretion:
(i) the results of the Purchaser's due diligence investigation shall have revealed that any representation or warranty made herein for the benefit of Purchaser, or any certificate, schedule or document furnished to Purchaser pursuant to this Agreement, is untrue or incorrect in any respect or otherwise be unsatisfactory to Purchaser;
(ii) Any Seller shall have defaulted in any material respect in the performance of any material obligation under this Agreement.
