Termination of Closing Sample Clauses

Termination of Closing. If the Closing has not occurred on or prior to the Closing Date, those sections and provisions relating to the Closing in this Agreement may be terminated by the action of the Board of Directors of the Company or by any one or more of the Purchasers as long as the failure to consummate the Closing is not the fault of the terminating party.
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Termination of Closing. 23 Section 6.4
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Termination of Closing. The Parties may terminate the obligation to consummate the Closing as provided below: (a) The Buyer and the Seller may terminate the consummation of the Closing by mutual written consent at any time prior to the Closing; (b) The Buyer may terminate the consummation of the Closing by giving written notice to the Seller at any time prior to the Closing (i) in the event Seller has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, the Buyer has notified the Seller of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach or (ii) if the Closing shall not have occurred on or before April 1, 2019, by reason of the failure of any condition precedent under Article VIII hereof (unless the failure results primarily from the Buyer breaching any representation, warranty, or covenant contained in this Agreement); and (c) The Seller may terminate the consummation of the Closing by giving written notice to the Buyer at any time prior to the Closing (i) in the event the Buyer has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, the Seller has notified the Buyer of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach, (ii) if the Closing shall not have occurred on or before April 1, 2019, by reason of the failure of any condition precedent under Article IX hereof
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Termination of Closing. The respective obligations of the Parties to consummate the Closing may be terminated and abandoned at any time at or before the Closing only as follows: (a) By and at the option of MCC if the Closing shall not have occurred within 30 days from the date hereof; provided that MCC shall not have breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing. (b) By and at the option of BIOPHAN if the Closing shall not have occurred within 30 days from the date hereof; provided that BIOPHAN shall not have breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing. (c) At any time, without liability of any party to the others, upon the mutual written consent of BIOPHAN and MCC.
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Termination of Closing. The respective obligations of the Parties to consummate the Closing may be terminated and abandoned at any time at or before the Closing only as follows: (a) By and at the option of MDT if the Closing shall not have occurred within 90 days from the date hereof; provided that MDT shall not have breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing. (b) By and at the option of Biophan if the Closing shall not have occurred within 90 days from the date hereof; provided that Biophan shall not have breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing. (c) By and at the option of MDT, if Biophan shall be in material breach of its obligations under this Agreement and such breach is not cured within fourteen (14) days of MDT’s notice of such breach is sent to Biophan. (d) At any time, without liability of any party to the others, upon the mutual written consent of Biophan and MDT. The termination of the Parties’ obligation to consummate the Closing shall have no effect on any other rights or obligations of the Parties hereunder, including, but not limited to, obligations under Section 2.2.
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Termination of Closing. 24 Section 7.4 Effect of Termination..................................24 ARTICLE VIII Indemnification...............................................25 Section 8.1 General Indemnity......................................25 Section 8.2 Indemnification Procedure..............................25
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Termination of Closing. If the Second Tranche Closing has not occurred on or prior to the date called for in Sections 1.2(b) and 4.2(g), those sections and provisions in this Agreement relating to the Second Tranche Closing may be terminated by the action of the Board of Directors of the Company or by any one or more of the Purchasers as long as the failure to consummate the Closing is not the fault of the terminating party.
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Related to Termination of Closing

  • Location of Closing Each Lender and the Issuing Bank acknowledges and agrees that it has delivered, with the intent to be bound, its executed counterparts of this Agreement to the Administrative Agent, c/o King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Each Loan Party acknowledges and agrees that it has delivered, with the intent to be bound, its executed counterparts of this Agreement and each other Loan Document, together with all other documents, instruments, opinions, certificates and other items required under Section 3.1, to the Administrative Agent, c/o King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. All parties agree that the closing of the transactions contemplated by this Agreement has occurred in New York.

  • Termination of Contracts Neither the Company nor any of its Subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any material contract or agreement referred to or described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus or filed as an exhibit to the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of its Subsidiaries or by any other party to any such contract or agreement.

  • Termination of Contract The Department may terminate the Contract for refusal by the Contractor to comply with this section by not allowing access to all public records, as defined in Chapter 119, F. S., made or received by the Contractor in conjunction with the Contract.

  • Termination of Contract for Cause 5.1.1 If A-E breaches any of the covenants or conditions of this CONTRACT, COUNTY shall have the right to terminate this CONTRACT upon ten (10) days written notice prior to the effective day of termination. 5.1.2 A-E shall have the opportunity to cure the alleged breach prior to termination. 5.1.3 In the event the alleged breach is not cured by A-E prior to termination, all work performed by A-E pursuant to this CONTRACT, which work has been reduced to plans or other documents, shall be made available to COUNTY.

  • Extension of Closing Date (a) If Paragraph 8(b) is checked and Closing funds from Buyer’s lender(s) are not available on Closing Date due 55 to Consumer Financial Protection Bureau Closing Disclosure delivery requirements (“CFPB Requirements”), 56 then Closing Date shall be extended for such period necessary to satisfy CFPB Requirements, provided such 57 period shall not exceed 10 days. (b) If an event constituting “Force Majeure” causes services essential for Closing to be unavailable, including the 59 unavailability of utilities or issuance of hazard, wind, flood or homeowners’ insurance, Closing Date shall be 60 extended as provided in STANDARD G.

  • Frustration of Closing Conditions None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.

  • Termination of Master Lease If the Sublessor terminates their tenancy in the Premises under the Master Lease, the Sublessee agrees that if the Master Lease is terminated for any reason, this Agreement will terminate as of the same date.

  • Satisfaction of Closing Conditions (a) The parties shall use their commercially reasonable best efforts to take all action necessary or appropriate to bring about the satisfaction as soon as possible of all the conditions contained in Section 7. Without limiting the generality of the foregoing, the parties shall apply for and diligently prosecute all applications for, and shall use their commercially reasonable best efforts promptly to obtain, such consents, authorizations and approvals from such third parties and governmental authorities as shall be necessary to permit the consummation of the transactions contemplated by this Merger Agreement, including, without limitation, making the requisite filings with the Federal Trade Commission and the Antitrust Division of the Department of Justice pursuant to the HSR Act and each party will refrain from taking any action which would cause, and shall use its commercially reasonable best efforts to take any action necessary to prevent, any of the representations and warranties made by it in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date with the same force and effect as then made (except with respect to representation and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company further covenants and agrees, with respect to any threatened or pending judgment, order, injunction, decree or decision of any governmental authority that will adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use all commercially reasonable efforts to prevent the entry or promulgation thereof and to defend and cooperate with each other in the defending of any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties challenging the transaction contemplated hereby as the case may be, it being understood that such efforts shall not include any requirement of the Company to expend material sums of money or grant any material financial or other accommodation. (b) The Buyer agrees to use commercially reasonable best efforts to obtain the financing necessary to consummate the transactions contemplated hereby as soon as possible. The Buyer agrees that any 144A offerings contemplated by the Financing Letters must be consummated prior to October 31, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Financing Letters. The Company agrees to provide, and will cause its subsidiaries and their respective personnel and advisers to provide, all cooperation reasonably requested in connection with the arrangement of such financing, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants as may be reasonably requested by Buyer. Notwithstanding the foregoing, Buyer agrees that the payment of any expenses relating to providing such cooperation, including fees by the Company in connection with any commitment letters, shall be subject to the occurrence of the Closing.

  • Termination and Survival (a) This Agreement shall become effective as of the date of this Agreement. (b) This Agreement may be terminated, without the payment of any penalty, by the Fund or the Adviser at any time, with or without notice. (c) This Agreement shall automatically terminate in the event of (i) the termination by the Fund of the Investment Advisory Agreement; (ii) the board of trustees of the Fund makes a determination to dissolve or liquidate the Fund; or (iii) upon a quotation or listing of the Fund’s securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly-traded company which continues to be managed by the Adviser or an affiliate thereof. (d) Sections 3 and 4 of this Agreement shall survive any termination of this Agreement. Notwithstanding anything to the contrary, Section 2 of this Agreement shall survive any termination of this Agreement with respect to any Expense Payments that have not been reimbursed by the Fund to the Adviser.

  • Earlier Termination This Agreement may be terminated earlier as hereinafter provided.

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