Termination Prior to the Closing Date. This Agreement may be terminated on or at any time
(a) By the mutual written consent of the parties hereto
(b) By the Community Parties or East Prospect:
(i) If there shall have been any breach of any representation, warranty or obligation of the other party hereto (subject to the same standards as set forth in Sections 6.01(b) or 6.02(b), as the case may be) and such breach cannot be, or shall not have been, remedied within 30 days after receipt by such party of written notice specifying the nature of such breach and requesting that it be remedied; provided, that, if such breach cannot reasonably be cured within such 30-day period but may reasonably be cured within 60 days, and such cure is being diligently pursued, no such termination shall occur prior to the expiration of such 60-day period;
(ii) If the Closing Date shall not have occurred prior to July 1, 2007 (except that if the Closing Date shall not have occurred by such date because of a breach of this Agreement by a party hereto, such breaching party shall not be entitled to terminate this Agreement in accordance with this provision);
(iii) If any Regulatory Authority whose approval or consent is required for consummation of the Contemplated Transactions shall issue a definitive written denial of such approval or consent and the time period for appeals and requests for reconsideration has run;
(iv) If the East Prospect Shareholders vote but fail to approve the Merger at the East Prospect Shareholders Meeting; or
(v) If the East Prospect shareholders approve an Acquisition Proposal.
(c) By the Community Parties, if East Prospect shall have breached, in any material respect, the provisions of Section 5.05 of this Agreement.
(d) Prior to the mailing of the Prospectus/Proxy Statement, by East Prospect, in order to enter concurrently into an agreement for an Acquisition Transaction in accordance with and following compliance with Section 5.05 of this Agreement; provided, however, that East Prospect may not terminate this Agreement pursuant to this Section 7.01(d) if, after providing written notice (which written notice shall be provided before the mailing of the Prospectus/Proxy Statement) to the Community Parties that it intends to enter into an Acquisition Transaction (the “Acquisition Transaction Notice”), the Community Parties deliver, within twenty-four (24) hours after receipt of such Acquisition Transaction Notice, written notice to East Prospect that CMTY will require East Prospect to hold a me...
Termination Prior to the Closing Date. Unless otherwise agreed by the parties hereto, this Agreement shall be terminated if the Closing Date does not occur on or before July 17, 1998.
Termination Prior to the Closing Date. This Agreement may be terminated and the transactions herein contemplated may be abandoned as follows:
(a) By consent of the parties hereto at any time on or prior to the Closing Date; or
(b) By AT&T or the AT&T Partner if any of the conditions provided for in Section 7.03 hereof will not have been met, or not have been waived in writing by AT&T and the AT&T Partner, prior to or on the Closing Date; or
(c) By Cirrus or the Cirrus Partner if any of the conditions provided for in Section 7.02 hereof will not have been met, or not have been waived in writing by Cirrus and the Cirrus Partner, prior to or on the Closing Date; provided, however, that if the Closing has not occurred and this Agreement has not been earlier terminated, or extended by agreement of the parties hereto, this Agreement will terminate on December 31, 1996. If this Agreement is terminated as provided herein, then no party hereto will have any liability or further obligation to any other party hereto, except as stated in Section 2.02 and Article VI hereof, and except that nothing herein will relieve any party from liability for any breach hereof prior to such termination. Notwithstanding anything to the contrary contained in this Agreement, in the event that any party hereto willfully fails to consummate the transactions contemplated by this Agreement required to have been consummated on or prior to the Closing Date, any other party hereto may seek any and all available remedies in a court of competent jurisdiction with respect to liability therefor.
Termination Prior to the Closing Date. Anything herein to the contrary notwithstanding, this Agreement may be terminated as follows prior to the Closing Date:
Termination Prior to the Closing Date. If any of the events specified in paragraphs (a) through (m) of Section 9 hereof shall occur and be continuing at any time prior to the funding of the Term Loans then (a) if such event is an Event of Default specified in clause (i) or (ii) of Section 9(f) with respect to the Borrower, automatically the Commitments shall immediately terminate and all amounts owing under this Agreement shall immediately become due and payable, and (b) if such event is any other event specified in paragraphs (a) through (m) of Section 9 then, with the consent of the Required Lenders the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith whereupon the Commitments shall immediately terminate and all amounts owing under this Agreement shall immediately become due and payable. The obligations of the Borrower relating to the payment of fees and expenses or indemnification shall survive the termination of the Commitments hereunder whether pursuant to this Section 11.18 or Sections 2.1 or 3.1, it being understood that the Lenders hereunder are not indemnified for any claim by the Lenders for lost profits if the Commitments are terminated prior to the Closing Date.
Termination Prior to the Closing Date. (a) Bioprojet shall have the right to terminate this Agreement immediately upon notice to the other Party: (i) to the extent Bioprojet has made its HSR filing in material respect in accordance with this Agreement, if the Clearance Date does not occur, within two (2) months as from the Signing Date or (ii) if the Clearance Date has occurred but Partner has not provided to Bioprojet the Partner Closing Certificate.
(b) Partner shall have the right to terminate this Agreement upon notice to Bioprojet (i) to the extent Partner has made its HSR filing in material respect in accordance with this Agreement, and diligently seeks Clearance, if the Clearance Date does not occur, within two (2) months as from the Signing Date or (ii) if the Clearance Date has occurred but Bioprojet has not provided to Partner the Bioprojet Closing Certificate.
Termination Prior to the Closing Date. This Agreement may be terminated at any time prior to the Closing Date:
(a) by mutual agreement of the Parties in writing;
(b) by eCERA upon written notice to XXXX (i) if the Closing shall not have occurred upon or before the ninetieth day of the Effective Date, or (ii) if any governmental authority shall have issued an injunction, decree or order or taken any other action permanently enjoining, restraining or otherwise prohibiting the Closing and such injunction, decree, order or other action shall have become final and non-appealable; or Share Purchase Agreement Confidential 08/30/05 Execution Copy
(c) If a material breach of any provision of this Agreement has been committed by one Party and such breach has not been cured within 30 days of receipt of notice from the non-breaching Party; provided, however, that termination pursuant to this Article 10.1.(c) shall not relieve the breaching Party of liability for such breach.
Termination Prior to the Closing Date by Renovo or EI3, if the Closing Date has not occurred before May 15, 2006;
Termination Prior to the Closing Date. This Agreement may be terminated at any time prior to the Closing Date (with respect to Sections 17.1(b) and 17.1(c) below, by written notice by the terminating Party to the other Party): (a) by mutual written agreement of the Parties;
Termination Prior to the Closing Date. This Agreement may be terminated at any time prior to the Closing Date:
(a) by mutual agreement in writing of the Company and each Investor;
(b) by the Company, on the one hand, or the Investors, on the other hand, upon written notice to the other party(ies) (i) if the Closing shall not have occurred by March 31, 2005 or such later date as the parties shall have agreed to in writing, provided that the nonoccurrence of the Closing is not attributable to the failure of the party seeking to terminate this Agreement to perform or comply with its covenants set forth in this Agreement, or (ii) if any Governmental Authority shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the Closing and such Order or other action shall have become final and non-appealable;
