Common use of Termination in Absence of Closing Clause in Contracts

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. If the Closing has not occurred by the close of business on March 311, 20082004, 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 party parties hereto, without liability of or to any party to this Agreement or any stockholdermember, shareholder, director, officer, employee, employee or representative of such party unless the reason for 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 IV VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 1.42.1, the failure of such party to perform its obligations under this Article I II on such date; provided, however, that the provisions of Article VI and Article VII Sections 9.2 through 9.7 shall survive any such termination; andand provided, provided further, however, that any termination pursuant to this Section 1.5 2.4 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 ’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 IV VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 1.42.1, the failure of such party to perform its obligations under this Article I II on such date.

Termination in Absence of Closing. If (a) Subject to the Closing has not occurred provisions of Section 6, if by the close of business on March 31September 5, 2008, the Closing has not occurred, then any party Party hereto may thereafter terminate this Agreement by written notice to such effect, to the other party Parties hereto, without liability of or to any party to this Agreement or any stockholder, 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 IV Section 6 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 1.42.1, the failure of such party Party to perform its obligations under this Article I Section 2 on such date; provided, however, that the provisions of Article VI Sections 7.1 through 7.5 and Article VII Section 8.1 shall survive any such termination; and, and provided further, however, that any termination pursuant to this Section 1.5 2.2 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 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 IV Section 6 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 1.42.1, the failure of such party Party to perform its obligations under this Article I Section 2 on such date.

Termination in Absence of Closing. If the Closing has not occurred by the close of business on March 31May 6, 20082011, 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 party parties hereto, without liability of or to any party to this Agreement or any stockholdershareholder, director, officer, employee, employee or representative of such party unless the reason for 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 any party's ’s obligations set forth in Article IV VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 1.42.1, the failure of such any other party to perform his or its obligations under this Article I II on such date; provided, however, that the provisions of Article VI Sections 7.2, 7.5 and 7.6 and Article VII VIII shall survive any such termination; and, and provided further, however, that any termination pursuant to this Section 1.5 2.2 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 ’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such any other party's ’s obligations set forth in Article IV VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 1.42.1, the failure of such party to perform its obligations under this Article I II on such date.

Termination in Absence of Closing. (a) If the Closing has not occurred by the close of business on March 31August 15, 20082009 nor the another Closing Date is agreed in writing pursuant to section 3.1, then any party Party hereto may thereafter terminate this Agreement by written notice to such effect, to the other party Parties hereto, without liability of or to any party Party to this Agreement or any stockholder, 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 IV VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 1.43.1, the failure of such party Party to perform its obligations under this Article I III on such date; provided, however, that the applicable provisions of Article VI and Article VII X shall survive any such termination; and, provided further, however, that any termination pursuant to this Section 1.5 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 IV VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 1.43.1, the failure of such party Party to perform its obligations under this Article I III on such date.

Termination in Absence of Closing. If the Closing has not occurred by the close of business on March 31May 7, 20082000, the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by providing written notice to such effect, effect to the other party or parties hereto, without liability of or to any party to this Agreement or any stockholdershareholder, 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) the failure of such party to perform its obligations under this ARTICLE II if all of the conditions to such party's obligations set forth in Article IV ARTICLE VII 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 dateClosing; provided, however, that the provisions of Article VI and Article VII SECTIONS 10.01, 10.02, 10.03 AND 10.06 shall survive any such termination; and, and provided further, however, that any termination pursuant to this Section 1.5 SECTION 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 IV ARTICLE VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 1.4SECTION 2.01, the failure of such party to perform its obligations under this Article I ARTICLE II on such date.