Common use of Termination in Absence of Closing Clause in Contracts

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 by the close of business on September 30December 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 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 by the close of business 5:00 p.m. on September November 30, 1998 (the "Termination Date")1997, the Closing has deliveries required to be made by the Stockholder to the Escrow Agent pursuant to Section 2.02(ii) have not occurred, 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 the provisions of Section 12 of that certain letter of intent (the "Letter of Intent") dated June 26, 1997 between the Buyer and the Stockholder shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 2.05 shall not relieve any 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 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. (a) If by the close of business on September 30March 31, 1998 (the "Termination Date")1998, the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, effect to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, stockholder, member, director, officer, employee or representatives representative of such party unless the reason for the 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 VIII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.014.01, the failure of such party to perform its obligations under this Article II IV on such date; providedPROVIDED, howeverHOWEVER, that the provisions of Sections 4.04(d), 11.02, 11.03 and 11.04 shall survive any such termination; and PROVIDED FURTHER, HOWEVER, that any termination pursuant to this Section 2.04 4.04 shall not relieve any party hereto who was responsible for the Closing having not occurred as described in the foregoing clauses (i) or (ii) above of any liability for (xX) such party's willful breach of the provisions of this Agreement, or (yY) if all of the conditions to such party's obligations set forth in Article VII VIII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.014.01, the failure of such party to perform its obligations under this Article II Agreement 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. (a) If by the close of business on September 30February 28, 1998 (the "Termination Date")2005, the Closing has not occurred, then any party hereto either Purchaser or Seller may thereafter terminate this Agreement 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 representative of such party unless the reason for the Closing having not occurred is (i) such party's ’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's ’s obligations set forth in Article VII 6 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II 2 on such date; provided, however, that any termination pursuant to this Section 2.04 2.5 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 ’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's ’s obligations set forth in Article VII 6 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II 2 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 by the close of business on September 30December 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 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 Shareholder expressly acknowledge acknowledges and agree agrees 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 Shareholder or the any 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 by the close of business on September 30December 31, 1998 1999 (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 VI 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; providedPROVIDED, howeverHOWEVER, 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 VI 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 (a) In the event that a STF Termination Event, or an Algatec Termination Event occurs or if the Closing has not occurred by the close of business on September 30March 31, 1998 (the "Termination Date"), the Closing has not occurred2009, 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 representatives 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 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.014.1, the failure of such party Party to perform its obligations under this Article II III on such date; provided, however, that any termination pursuant to this Section 2.04 3.4 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 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.013.1, the failure of such party Party to perform its obligations under this Article II III 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 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.and

Termination in Absence of Closing. If by the close of business on September 30_______, 1998 (the "Termination Date"), the Closing has not occurred, or, if prior to the Effective Date of the Plan, the Plan is withdrawn, modified or amended to not pursue the Merger or if the Confirmation Order is vacated or reversed, 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 III 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 VIII 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 III 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 by the close of business on September 30August 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, effect to the other parties hereto, without liability of or to any party 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 11 on such date; provided, however, that the provisions of Sections 14, 15 and 16 of that certain letter of intent (the "Letter of Intent") dated March 26, 1998 between the Buyer, the Company and the Stockholders shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 2.05 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 11 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 September 30March 31, 1998 (the "Termination Date"), the Closing has not occurred2008, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties party hereto, without liability of or to any party to this Agreement or any shareholderstockholder, director, officer, employee employee, or representatives 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 IV have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.011.4, the failure of such party to perform its obligations under this Article II 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 2.04 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 VII IV have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.011.4, the failure of such party to perform its obligations under this Article II I 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.