Common use of Termination Prior to the Closing Date Clause in Contracts

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. This Notwithstanding anything herein to the contrary, this Agreement may be terminated and the transactions herein contemplated may be abandoned as followsat any time: (ai) By consent of the parties hereto at any time on On or prior to the Closing Date; orDate by mutual written consent of Buyer and Seller. (bii) By AT&T or the AT&T Partner Buyer, if any of the conditions provided for specified in Section 7.03 hereof will Article 8 have not have been met, satisfied or not have been waived in writing by AT&T and the AT&T Partner, prior to or on Buyer as of the Closing Date; or; (ciii) By Cirrus or the Cirrus Partner Seller, if any of the conditions provided for specified in Section 7.02 hereof will Article 9 have not have been met, satisfied or not have been waived in writing by Cirrus and the Cirrus Partner, prior to or on Seller as of the Closing Date; provided; (iv) By Buyer or Seller, howeveron November 1, that 1996 , if the Closing has not occurred and this Agreement has not been earlier terminated, or extended by agreement such date; (v) At the election 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 Seller prior to the Closing Date, if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement; (vi) At the election of the Buyer prior to the Closing Date, if the Seller has breached any representation, warranty, covenant or agreement contained in this Agreement; (vii) At the election of the Seller or the Buyer, if any legal proceeding is commenced or threatened by any court or governmental agency directed against the consummation of the Closing or any other party hereto may seek any transaction contemplated under this Agreement; or In the event of the termination of this Agreement pursuant to this Section 10.1 this Agreement shall automatically terminate and all available remedies be of no further force and effect, and there shall be no liability hereunder (except if termination occurs pursuant to clauses (v) or (vi) above), or in a court respect of competent jurisdiction with respect to liability thereforthe transaction contemplated hereby.

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. This Notwithstanding anything herein to the contrary, this Agreement may be terminated and the transactions herein contemplated may be abandoned as followsat any time: (ai) By consent of the parties hereto at any time on On or prior to the Closing Date; orDate by mutual written consent of Buyer and Sellers. (bii) By AT&T or the AT&T Partner Buyer, if any of the conditions provided for specified in Section 7.03 hereof will Article 9 have not have been met, satisfied or not have been waived in writing by AT&T and the AT&T Partner, prior to or on Buyer as of the Closing Date; or (ciii) By Cirrus or the Cirrus Partner Sellers, if any of the conditions provided for specified in Section 7.02 hereof will Article 10 have not have been met, satisfied or not have been waived in writing by Cirrus and the Cirrus Partner, prior to or on Sellers as of the Closing Date; provided(iv) By Buyer or Sellers, howeveron November 4, that 1996, if the Closing has not occurred and this Agreement has not been earlier terminated, or extended by agreement such date; (v) At the election 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 Sellers prior to the Closing Date, if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement; (vi) At the election of the Buyer prior to the Closing Date, if the Sellers have breached any representation, warranty, covenant or agreement contained in this Agreement; (vii) At the election of the Sellers or the Buyer, if any legal proceeding is commenced or threatened by any court or governmental agency directed against the consummation of the Closing or any other party hereto may seek any transaction contemplated under this Agreement; or In the event of the termination of this Agreement pursuant to this Section 11.1 this Agreement shall automatically terminate and all available remedies in a court be of competent jurisdiction with respect no further force and effect, and there shall be no liability hereunder (except if termination occurs pursuant to liability thereforclauses (v) or (vi) above).