The Closing Termination. (a) The Closing shall be held at the offices of Xxxxxxxxxxx & Xxxxxxxx, LLP, in New York City on the Closing Date or on such other date not later than thirty days subsequent thereto as may be agreed upon by Buyer and the Corporation. At the Closing, the parties hereto will execute and deliver all documents and instruments necessary to effect the transfers provided for herein and not theretofore effected and to evidence their respective compliance with the provisions of this Agreement.
(b) Each of Buyer and the Corporation shall have the right, in the event that the Closing shall not be held by October 31, 1996, and if such failure to close shall be attributable to any cause or event other than a failure by it to perform an action required to be performed by it pursuant to this Agreement, to terminate this Agreement on written notice to the other.
The Closing Termination. 36 9.1. The Closing...........................................................36 9.2. Deliveries by Seller at the Closing...................................36 9.3. Deliveries by Purchaser at the Closing................................36 9.4. Termination...........................................................37 iii 4 ARTICLE X. INDEMNIFICATION..................................................37
The Closing Termination. (a) Provided that all of the conditions contained in Sections 12 and 13 hereof have been satisfied or waived in accordance therewith, the closing of the transactions contemplated hereby involving the transfer of the Division Assets (the "Closing") shall take place at the offices of Zimet, Haines, Xxxxxxxx & Xxxxxx, at 10:00 a.m. local time on October 6, 1997 or at such other time and on such date as the parties hereto shall agree. The date on which the Closing occurs shall be the "Closing Date". In the event that at any time after the Closing any further actions are deemed necessary by either Buyer or Seller in its reasonable discretion to carry out the purposes of this Agreement, the appropriate party shall take all such actions, without receiving any additional consideration therefor.
(b) Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing, as follows:
(i) by mutual written consent of all the parties hereto;
(ii) by written notice of Enterprises or the Buyer, if there shall have been a material breach of any covenant, representation or warranty hereunder by the Seller or the Parent, and such breach shall not have been remedied within ten business days after receipt of a notice in writing from Enterprises or the Buyer specifying the breach and requesting such be remedied;
(iii) by written notice of the Parent or the Seller, if there shall have been a material breach of any covenant, representation or warranty hereunder by Enterprises or the Buyer, and such breach shall not have been remedied within ten business days after receipt of a notice in writing from Parent or the Seller specifying the breach and requesting such be remedied;
(iv) by any party hereto, if the Closing does not occur on or prior to October 6, 1997; or
(v) by Enterprises or the Buyer at any time on or before September 10, 1997, by delivering a written termination notice to the Parent or the Seller in the event Enterprises or the Buyer is not satisfied with its due diligence review of the Division, the Business and the Division Assets. If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 5, this Agreement shall become void and of no further force and effect, except for the provisions of Sections 18 and 24 (including, without limitation, the requirement that each party shall bear its own fees and expenses...
The Closing Termination. 29 Section 9.1. The Closing .......................................... 29 Section 9.2. Bidding Protections .................................. 29 Section 9.3. Termination .......................................... 32 Section 9.4. Effects of Termination ............................... 33 ARTICLE X. TAXES ........................................................... 34 Section 10.1. Taxes Related to Purchase of Assets .................. 34 Section 10.2. Cooperation on Tax Matters ........................... 34
The Closing Termination. 10.1 The transactions contemplated by this Agreement shall be consummated at the offices of Purchaser's Attorneys, Michael D. Farmer, Plummer & Farmer Law Firm, 3000 Smith, Hxxxxxx, Xxxxx, 07000, xx 9:00 a.m., xx Februaxx 0, 0000, (or, if agreed, at the office of the escrow agent retained pursuant to section 3.2.4) and when consummated, shall be effective as of such time and date (the "Closing"). At least two (2) business days prior to the Closing, the parties shall exchange unexecuted drafts of all closing documents. All of such items shall be reasonably satisfactory as to form and substance to the parties and their respective counsel, so long as such requirement of reasonable satisfaction is not contrary to this Agreement, or its exhibits, and does not require unreasonable additional expense or risk on the part of the other party.
The Closing Termination. 14 SECTION 3.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 SECTION 3.2 Conditions Precedent to Obligations of Buyer . . . . . . . . . . . . . . . . . . . . . . . 14 SECTION 3.3 Conditions Precedent to Obligations of Seller . . . . . . . . . . . . . . . . . . . . . . . 17 SECTION 3.4 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 SECTION 3.5 Buyer's Inspection of the Acquired Assets . . . . . . . . . . . . . . . . . . . . . . . . . 18 SECTION 3.6
The Closing Termination. The outside date of Closing pursuant to Section 2.1 of the Purchase Agreement, and the date after which the parties may terminate the Purchase Agreement pursuant to the terms of Section 11.1(b) thereof, shall be extended to Friday, September 10, 1999.
The Closing Termination. The Closing . . . . . . . . . . . . . . . . 18 Section 9.2. Deliveries by Sellers at the Closing . . . 18 Section 9.3. Deliveries by Purchaser at the Closing . . 19 Section 9.4. Termination . . . . . . . . . . . . . . . . 19 ARTICLE X. INDEMNIFICATION
The Closing Termination. (a) Provided that all of the conditions contained in Sections 12 and 13 hereof have been satisfied or waived in accordance therewith, the closing of the transactions contemplated hereby involving the transfer of the Division Assets (the "Closing") shall take place at the offices of Zimet, Haines, Xxxxxxxx & Xxxxxx, at 10:00 a.m. local time on October 6, 1997 or at such other time and on such date as the parties hereto shall agree. The date on which the Closing occurs shall be the "Closing Date". In the event that at any time after the Closing any further actions are deemed necessary by either Buyer or Seller in its reasonable discretion to carry out the purposes of this Agreement, the appropriate party shall take all such actions, without receiving any additional consideration therefor.
(b) Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing, as follows:
The Closing Termination. (a) The Closing of the transactions contemplated by this Agreement (the "Closing") shall take place in the offices of XxXxxxxxxx & Xxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the 10th day of March, 2010, commencing at 10:00am Eastern Daylight Saving Time (the "Closing Date"), unless another place or time is mutually agreed upon in writing by the parties, but in any event no later than April 15, 2010 unless extended by a written agreement of the parties in writing (the "Termination Date").
(b) At the Closing or prior thereto, PI Services and the Company shall exchange the various certificates, instruments and such documents referred to in Article VII of this Agreement.
