Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing:
(a) by either the Investors or the Company if the Closing shall not have occurred by June 30, 2019 (the "Outside Date"); provided, however, that the right to terminate this Agreement under this Section 10.1 shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;
(b) the Investors upon written notice to the Company, if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 6.2, Section 6.3 or Section 6.4 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Investors to the Company and (y) the Outside Date;
(c) by the Company upon written notice to the Investors, if there has been a breach of any representation, warranty, covenant or agreement made by the Investors in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 7.2 or Section 7.3 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Company to the Investors and (y) the Outside Date;
(d) by either the Investors or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable; or
(e) by the mutual written consent of the Investors and the Company.
Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing:
(a) by either the Investor or the Company if the Closing shall not have occurred by the 120th calendar day following the date of this Agreement; provided, however, that the right to terminate this Agreement under this Section 12.1 shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;
(b) by either the Investor or the Company in the event that any Governmental Authority (as defined in Exhibit C hereto) shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or
(c) by the mutual written consent of the Investor and the Company.
Termination of Agreement Prior to Closing. Subject to Section 12.A(3), this Agreement may be terminated at any time prior to the Closing as follows:
Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to Closing:
(a) by the mutual written consent of the parties;
(b) pursuant to Section 8.1 above;
(c) pursuant to Section 9.3 below;
(d) by Seller or Purchaser (the “Nondefaulting Party”), if a material breach of any provision of this Agreement has been committed by the other party (the “Breaching Party”) and such breach has not been (i) waived in writing by the Nondefaulting Party or (ii) cured by the Breaching Party to the reasonable satisfaction of the Nondefaulting Party within thirty (30) business days after service by the Nondefaulting Party upon the Breaching Party of a written notice which describes the nature of such breach;
(e) by Purchaser if any of the conditions in Article 7 have not been satisfied as of the Closing Date or if satisfaction of any such condition is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and Purchaser has not waived such condition in writing on or before the Closing Date;
(f) by Seller if any of the conditions in Article 6 have not been satisfied as of the Closing Date or if satisfaction of any such condition is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Seller has not waived such condition in writing on or before the Closing Date; or
(g) by either Seller or Purchaser, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December 31, 2020 (the “Termination Date”).
Termination of Agreement Prior to Closing. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing, as follows:
Termination of Agreement Prior to Closing. (a) This Agreement automatically shall terminate in the event of the termination of the LD Purchase Agreement prior to Closing.
(b) This Agreement may be terminated and the transactions contemplated hereunder may be abandoned at any time prior to the Closing, as follows:
(i) by mutual written consent of Seller and Purchasers;
(ii) Seller may terminate this Agreement by giving written notice to Purchasers at any time prior to the Closing in the event that (i) Purchasers have materially breached any representation, warranty or covenant contained in this Agreement, (ii) Seller has notified Purchasers of the breach, and (iii) the breach has continued without cure for a period of thirty (30) days after the notice of the breach; or
(iii) Purchasers may terminate this Agreement by giving written notice to Seller at any time prior to the Closing (i) in the event that (A) Seller has materially breached any representation, warranty or covenant contained in this Agreement, (B) Purchasers have notified Seller of the breach, and (C) the breach has continued without cure for a period of thirty (30) days after the notice of the breach, or (ii) if the Closing has not occurred on or before October 31, 2015 (the “Outside Closing Date”) (unless the failure results primarily from Purchasers themselves materially breaching any representation, warranty or covenant contained in this Agreement).
Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to Closing:
(a) By the mutual written consent of the parties;
(b) By SanDisk in writing, without liability, if PMI (i) fails to perform in any material respect any covenant required at Closing, or (ii) materially breaches any representation or warranty in this Agreement;
(c) By PMI in writing, without liability, if SanDisk (i) fails to perform in any material respect any covenant required at Closing, or (ii) materially breaches any representation or warranty in this Agreement; or
(d) By any party in writing, without liability, if any court or governmental or regulatory agency order, writ, injunction, or decree prohibits or restrains any party from consummating the transactions contemplated herein.
Termination of Agreement Prior to Closing. Subject to Section 10.03, this Agreement may be terminated by notice in writing at any time prior to the Closing by KDIC or SFG if:
(a) Closing has not occurred by September 30, 2003, provided, however, that the right to terminate this Agreement under this Section 10.01(a) will not be available to any party whose failure to fulfill any obligation under this Agreement has caused the failure of the Closing to occur by such date;
(b) The Stock Purchase Agreement is terminated in accordance with the terms therein;
(c) Prior to the Closing Date, any Governmental Entity of competent jurisdiction has taken any action prohibiting the consummation of the transaction contemplated by this Agreement and such action becomes final and non-appealable;
(d) SFG and KDIC so mutually agree in writing; or
(e) KDIC does not consent to the supplements to the Disclosure Schedule pursuant to Section 5.08.
Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing:
(a) by either the Investor or the Company if the Closing shall not have occurred by December 31, 2009; provided, however, that the right to terminate this Agreement under this Section 10.1(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;
(b) by either the Investor or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or
(c) by the mutual written consent of the Investor and the Company.
Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to Closing:
1. By Hartford (provided that Hartford is not then in breach of any representation, warranty, covenant or other agreement contained herein) if there has been a material inaccuracy or a material breach on the part of Proformance of any representation, warranty, covenant, obligation or other provision of this Agreement which cannot be or has not been cured within ten (10) days after written notice by Hartford to Proformance, of such breach, and such breach, individually or in the aggregate with other such breaches, would cause a condition of such terminating party’s obligations under Section VI(B) of this Agreement to be incapable of being satisfied; or
2. By Proformance (provided that Proformance is not then in breach of any representation, warranty, covenant or other agreement contained herein) if there has been a material inaccuracy or a material breach on the part of Hartford of any representation, warranty, covenant, obligation or other provision of this Agreement which cannot be or has not been cured within ten (10) days after written notice by Proformance to Hartford, of such breach, and such breach, individually or in the aggregate with other such breaches, would cause a condition of such terminating party’s obligations under Section VI(C) of this Agreement to be incapable of being satisfied; or
3. By mutual written consent of the parties; or
4. By any party in writing, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before July 1, 2005 or such later date as the parties may agree upon in writing.
