Common use of Termination in Absence of Closing Clause in Contracts

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c), if the Closing has not occurred by the close of business on April 30, 2009, 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 VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1., the failure of such Party to perform its obligations under this Article III on such date; provided, however, that any termination pursuant to this Section 3.4 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 3.1, the failure of such Party to perform its obligations under this Article III on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b2.9(b) and (cSection 2.9(c), if the Closing has not occurred by the close of business on April 30September 15, 20092011, the Closing has not occurred, then any Party hereto Parent, the Company or the Owners’ Representative may thereafter terminate this Agreement by written notice to such effect, effect to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholderstockholder, director, officer, employee or representative of such Party party, unless the reason for Closing having not occurred is (i) such Partyparty’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Partyparty’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.1, the failure of such Party party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 9.2 through 9.6 and Section 9.15 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.9 shall not relieve any Party party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such Partyparty’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Partyparty’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.1, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c2.04(b), if the Closing has not occurred by the close of business on April 30January 31, 20091997, the Closing has not occurred, then any Party party hereto may thereafter terminate this Agreement by written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholder, director, officer, employee or representative of such Party party unless the reason for Closing having not occurred is (i) such Party’s party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.01, the failure of such Party party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 9.02, 9.03, 9.04, 9.07 and 9.08 shall survive any such termination; and provided 2 further, however, that any termination pursuant to this Section 3.4 2.04 shall not relieve any Party 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 party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.01, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c), if the Closing has not occurred If by the close of business on April 30May 6, 20092011, the Closing has not occurred, then any Party hereto the Purchaser or the Sellers’ Representative may thereafter terminate this Agreement by written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholder, director, officer, employee or representative of such Party party unless the reason for Closing having not occurred is (i) such Partyparty’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Partyany party’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.1, the failure of such Party any other party to perform his or its obligations under this Article III II on such date; provided, however, that the provisions of Sections 7.2, 7.5 and 7.6 and Article VIII shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.2 shall not relieve any Party party hereto who was responsible for the Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such Partyparty’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Partyany other party’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.1, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) a. Subject to the provisions of Section 3.4(b) and (c)5, if the Closing has not occurred by the close of business on April 30March 31, 20092018, 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 VII Section 5 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.1, the failure of such Party to perform its obligations under this Article III Section 2 on such date; provided, however, that any termination pursuant to this Section 3.4 2.3 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 Section 5 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.1, the failure of such Party to perform its obligations under this Article III Section 2 on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c2.03(b), if the Closing has not occurred by the close of business on April 30August 31, 20091997, the Closing has not occurred then any Party party hereto may thereafter terminate this Agreement by written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholder, director, officer, employee or representative representatives of such Party party unless the reason for Closing having not occurred is (i) such Party’s party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s 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 3.1.2.01, the failure of such Party party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 9 and 10 of that certain letter of intent (the "Letter of Intent") dated May 30, 1997 between the Buyer, and the Company and the Subsidiary shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.05 shall not relieve any Party 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 party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s 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 3.12.01, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c2.04(b), if the Closing has not occurred by the close of business on April September 30, 20092002, the Closing has not occurred, then any Party party hereto may thereafter terminate this Agreement by written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholder, director, officer, employee or representative of such Party party unless the reason for Closing having not occurred is (i) such Party’s party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s party's obligations set forth in Article VII V have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.01, the failure of such Party party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 8.02 through 8.06 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.04 shall not relieve any Party 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 party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s party's obligations set forth in Article VII V have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.01, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c2.5(b), if the Closing has not occurred by the close of business on April 3020, 20092001, the Closing has not occurred, then any Party party hereto may thereafter terminate this Agreement by written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholder, director, officer, employee or representative of such Party party unless the reason for Closing having not occurred is (i) such Party’s party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.1, the failure of such Party party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 8.2 through 8.6 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.5 shall not relieve any Party 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 party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.1, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c2.4(b), if the Closing has not occurred by the close of business on April June 30, 20092005, the Closing has not occurred, then any Party hereto either Buyer or the Company may thereafter terminate this Agreement by written notice to such effect, to the other Parties heretoParties, 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 VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.1, the failure of such Party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 9.5 through 9.11 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.4 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 3.1, the failure of which such Party to perform its obligations under this Article III on such datewould otherwise have in respect thereof.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c2.04(b), if the Closing has not occurred by the close of business on April 30March 18, 20092002, the Closing has not occurred, then any Party hereto either the Company or the Buyer may thereafter terminate this Agreement by written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholder, director, officer, employee or representative of such Party party unless the reason for Closing having not occurred is (i) such Party’s party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.01, the failure of such Party party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 9.02 through 9.06 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.04 shall not relieve any Party 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 party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.01, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c), if the Closing has not occurred If by the close of business on April 30October 31, 20092002, the Closing has not occurred, then any Party hereto either the Company or the Buyer may thereafter terminate this Agreement by written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholder, director, officer, employee or representative of such Party party unless the reason for Closing having not occurred is (i) such Party’s party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.1, the failure of such Party party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 9.2 through 9.7 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.4 shall not relieve any Party 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 party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.1, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c2.04(b), if the Closing has not occurred by the close of business on April 30December 31, 20091998, the Closing has not occurred, then any Party party hereto may thereafter terminate this Agreement by written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholder, director, officer, employee or representative of such Party party unless the reason for Closing having not occurred is (i) such Party’s party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.01, the failure of such Party party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 9.02, 9.03, 9.04, 9.07 and 9.08 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.04 shall not relieve any Party 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 party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.01, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c), if the Closing has not occurred If by the close of business on April 30March 1, 20092004, the Closing has not occurred, then any Party hereto either the Seller or the Buyer may thereafter terminate this Agreement by written notice to such effect, delivered to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any member, shareholder, director, officer, employee or representative of such Party party unless the reason for Closing having not occurred is (i) such Partyparty’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Partyparty’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.1, the failure of such Party party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 9.2 through 9.7 shall survive any such termination; and provided, further, that any termination pursuant to this Section 3.4 2.4 shall not relieve any Party party hereto who was responsible for the Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such Partyparty’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Partyparty’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.1, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (cSECTION 2.4(b), if the Closing has not occurred by the close of business on April 3023, 20092010, the Closing has not occurred, then any Party party hereto may thereafter terminate this Agreement by written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholder, director, officer, employee or representative of such Party party unless the reason for Closing having not occurred is (i) such Party’s party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s party's obligations set forth in Article ARTICLE VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.SECTION 2.1, the failure of such Party party to perform its obligations under this Article III ARTICLE II on such date; provided, however, that the provisions of SECTION 9.2 through SECTION 9.6 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 SECTION 2.4 shall not relieve any Party 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 party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s party's obligations set forth in Article ARTICLE VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1SECTION 2.1, the failure of such Party party to perform its obligations under this Article III ARTICLE II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c4.4(b), if the Closing has not occurred by the close of business on April September 30, 20092005, 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 VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.4.1, the failure of such Party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Section 9.2 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 4.4 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 VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.14.1, the failure of such Party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c), if the Closing has not occurred If by the close of business on April 30May 7, 20092000, the Closing has not occurred, then any Party party hereto may thereafter terminate this Agreement by providing written notice to such effect, effect to the other Parties party or parties hereto, without liability of or to any Party party to this Agreement or any shareholder, director, officer, employee or representative of such Party party unless the reason for Closing having not occurred is (i) such Party’s party's willful breach of the provisions of this Agreement, or (ii) the failure of such party to perform its obligations under this ARTICLE II if all of the conditions to such Party’s party's obligations set forth in Article ARTICLE VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1., the failure of such Party to perform its obligations under this Article III on such dateClosing; provided, however, that the provisions of SECTIONS 10.01, 10.02, 10.03 AND 10.06 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 SECTION 2.05 shall not relieve any Party 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 party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s party's obligations set forth in Article ARTICLE VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1SECTION 2.01, the failure of such Party party to perform its obligations under this Article III ARTICLE II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c), if If the Closing has not occurred by the close of business on April 30August 15, 20092009 nor the another Closing Date is agreed in writing pursuant to section 3.1, 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 shareholderstockholder, director, officer, employee 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 VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1., the failure of such Party to perform its obligations under this Article III on such date; provided, however, that the applicable provisions of Article X shall survive any such termination; and, provided further, however, that any termination pursuant to this Section 3.4 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 3.1, the failure of such Party to perform its obligations under this Article III on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c)6, if the Closing has not occurred by the close of business on April 30September 5, 20092008, 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 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 VII Section 6 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.1, the failure of such Party to perform its obligations under this Article III Section 2 on such date; provided, however, that the provisions of Sections 7.1 through 7.5 and Section 8.1 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.2 shall not relieve any Party 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 Section 6 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.1, the failure of such Party to perform its obligations under this Article III Section 2 on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c2.4(b), if the Closing has not occurred by within sixty (60) days of the close of business on April 30, 2009date hereof, then any Party party hereto may thereafter terminate this Agreement by written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholder, director, officer, employee or representative of such Party party unless the reason for Closing having not occurred is (i) such Party’s party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.1, the failure of such Party party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 9.2 through 9.6, 9.17 and 9.19 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.4 shall not relieve any Party 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 party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.1, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c3.04(b), if the Closing has not occurred by the close of business on April December 30, 20092002, the Closing has not occurred, then any Party hereto either NMDC or LiquidGolf may thereafter terminate this Agreement after two business days by giving written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholderstockholder, director, officer, employee or representative of such Party party unless the reason for the Closing having not occurred is (i) such Party’s party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s 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 3.1.2.01, the failure of such Party party to perform its obligations under this Article III on such date; provided, however, that the provisions of Sections 9.01 through 9.06 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 3.04 shall not relieve any Party 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 party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s 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 3.12.01, the failure of such Party party to perform its obligations under this Article III on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c2.4(b), if the Closing has not occurred by the close of business on April 30September 1, 20092016, the Closing has not occurred, then any Party hereto either the Company or Buyer may thereafter terminate this Agreement by written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholdermember, directormanager, officer, employee employee, or representative of such Party party unless the reason for Closing having not occurred is (i) such Partyparty’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Partyparty’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.1, the failure of such Party party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 9.2 through 9.5 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.4 shall not relieve any Party party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such Partyparty’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Partyparty’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.1, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c2.4(b), if the Closing has not occurred by the close of business on April 30March 31, 20092000, the Closing has not occurred, then any Party hereto either Buyer or the Company may thereafter terminate this Agreement by written notice to such effect, to the other Parties parties hereto, without liability of or to any Party party to this Agreement or any shareholder, director, officer, employee or representative of such Party party unless the reason for Closing having not occurred is (i) such Party’s willful terminating party's material breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s terminating party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.2.1, the failure of such Party party to perform its obligations under this Article III II on such date; provided, however, that the provisions of Sections 9.2 through 9.6 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 3.4 2.4 shall not relieve any Party 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 party's material breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.12.1, the failure of such Party party to perform its obligations under this Article III II on such date.

Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c), if the Closing has not occurred by the close of business on April 30February 15, 2009, 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 VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1.4.1, the failure of such Party to perform its obligations under this Article III on such date; provided, however, that any termination pursuant to this Section 3.4 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 3.1, the failure of such Party to perform its obligations under this Article III on such date.