Termination Prior to Closing Date. (a) This Agreement shall terminate automatically if the Purchase Agreement terminates prior to the Closing Date.
(b) Company may terminate this Agreement upon notice to Bank on or prior to the Closing Date if a Bank Event of Default shall have occurred.
(c) Bank may terminate this Agreement upon notice to Company on or prior to the Closing Date if a Company Event of Default shall have occurred.
Termination Prior to Closing Date. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties hereto to consummate the transactions contemplated by this Agreement may be terminated and abandoned at any time at or before the Closing Date only as follows:
(a) At any time, without liability of any Party to the others, upon the mutual written consent of the Buyer and Seller
(b) At any time, upon the mutual written consent of the Buyer and Seller in accordance with Section 3.3(a); or
(c) By either Buyer or Seller, if Seller, on the one hand, or Buyer, on the other hand, has materially breached any representation, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating Party), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating Party, and such breach renders the conditions precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement, set forth in Article 7 incapable of being satisfied.
Termination Prior to Closing Date. 35 9.1. Termination.......................................................35
Termination Prior to Closing Date. Borrower hereby covenants and agrees with the Agent and each Lender that Borrower will: (a) use its best efforts to satisfy, and to cause to be satisfied, fully and promptly each of the conditions set forth in Sections 4.1, 4.2 and 4.3 hereof and to consummate each of the transactions contemplated by this 1998 Credit Agreement; and (b) refrain from taking, or permitting to be taken, any action, of any nature whatsoever, which shall impede, preclude or otherwise interfere with the satisfaction of any such condition,
Termination Prior to Closing Date. This Agreement may be terminated any time prior to the Closing Date:
7.1.1 by the mutual written consent of Purchaser and the Seller;
7.1.2 by either the Seller or the Purchaser, upon written notice to the other, if the Closing has not occurred by January 20, 2012, and the failure to close is not caused in whole or in part by the Party seeking to provide such written notice. Either party shall have the right to extend such date for fifteen (15) days by giving written notice thereof to the other Party. Otherwise time is of the essence with respect to the Closing Date.
7.1.3 by either the Seller or the Purchaser, upon written notice to the other, at any time prior to the Closing, if there has been a material misrepresentation, a material breach of warranty or material breach of a covenant on the part of the other Party which has not been cured to the reasonable satisfaction of the notifying Party within ten (10) Business Days after notice of such breach has been received by the other Party.
Termination Prior to Closing Date. (a) This Agreement may be terminated and the Transaction may be abandoned at any time prior to the Closing Date:
(i) By mutual written consent of Bxxxx and Sxxxxx;
(ii) By either Buyer or Seller if:
(A) subject to Section 7.2(q), if the Closing Date has not occurred on or before July 31, 2023 or another date mutually agreed to in writing by Bxxxx and Seller; provided, that the right to terminate this Agreement under this Section 8.1(a)(ii)(A) will not be available to any Party whose failure to fulfill any material obligation under this Agreement has been the cause of the failure of the Closing Date to have occurred on or before such date;
(B) a Governmental Authority shall have issued an Order or taken any other action, in each case that has become final and non-appealable and that restrains, enjoins or otherwise prohibits the Transaction or any part of it; provided that this Agreement shall not be terminated unless the Party terminating this Agreement has utilized commercially reasonable efforts to oppose the issuance of such Order, decree or ruling or the taking of such action;
(iii) By Buyer, if (i) any of the representations and warranties of Seller or Owners in this Agreement become untrue or inaccurate in any material respect such that Section 7.2(a) would not be satisfied or (ii) there has been a material breach on the part of Seller or Owners of any of their respective covenants or agreements contained in this Agreement such that Section 7.2(e) would not be satisfied; or
(iv) By Seller if (i) any of the representations and warranties of Buyer or JWI in this Agreement become untrue or inaccurate in any material respect such that Section 7.3(a) would not be satisfied or (ii) there has been a material breach on the part of Buyer or JWI of any of its covenants or agreements contained in this Agreement such that Section 7.3(b) would not be satisfied; or
(v) [Intentionally Omitted]
Termination Prior to Closing Date. 45 10.1 TERMINATION . . . . . . . . . . . . . . . . . . . . 45 10.2
Termination Prior to Closing Date. Each Party has the right, but not the obligation, to terminate this Agreement with immediate effect by written notice to the other Party if (i) such Party is not in breach of this Agreement and (ii) the Closing Date does not occur within seventy-five (75) days following the Effective Date.
Termination Prior to Closing Date. If, prior to the Closing Date:
(a) A party hereto shall materially breach or default in the full and timely performance and satisfaction of any of its representations and warranties or obligations under this Agreement, and such breach or default is not cured on or before the fifth (5th) day (or such reasonably longer period if five (5) days is an unreasonable period to cure such breach or default) after the date notice is given by the non-defaulting party to the defaulting party specifying the nature of such breach or default, then the non-defaulting party may terminate this Agreement at anytime following the period for curing such breach or default. The Closing Date will be extended for such reasonable period necessary to allow the defaulting party to cure the breach or default.
(b) If any of the conditions set forth in Article VII and Article VIII hereof are not satisfied on or before December_____, 1999 then Compass or UFF may terminate this Agreement by notifying all parties in writing of its/his election to terminate this Agreement. The Closing Date will be extended for such reasonable period necessary to allow for the satisfaction of such conditions.
Termination Prior to Closing Date. Prior to the Closing Date, without the Purchaser's prior written consent, the Vendor may not terminate, lay-off or dismiss any employees employed in the Purchased Business, other than for cause, whether such termination, lay-off or dismissal is actual, planned, intended or currently underway, and prior to the Closing Date, without the Purchaser's prior written consent, the Vendor may not provide any notices of termination to any such employees.
