Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing:
(a) By the mutual written consent of the parties;
(b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach;
(c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and
(d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.
Methods of Termination. This Agreement may be terminated prior to the Closing:
(a) By mutual written agreement of the Parties;
(b) By Seller, if the Closing has not occurred by January 13, 2014, provided that a default by Seller under this Agreement is not responsible for the Closing not having occurred;
(c) By Purchaser, if the Closing has not occurred by January 13, 2014, provided that a default by Purchaser or Guarantor under this Agreement is not responsible for the Closing not having occurred;
(d) By Seller in writing if Purchaser or Guarantor shall (i) fail to perform any of their respective covenants or agreements contained herein required to be performed by them prior to the date of such termination, or (ii) breach any of their respective representations or warranties contained herein or if any such representations or warranties become inaccurate, in each case so as to cause a condition to the Closing to be incapable of satisfaction, which failure, breach or inaccuracy is not cured within fifteen (15) days after Seller has notified Purchaser in writing of its intent to terminate this Agreement pursuant to this Section 11.01(d);
(e) By Purchaser in writing if Seller shall (i) fail to perform any of its covenants or agreements contained herein required to be performed by it prior to the date of such termination, or (ii) breach any of its representations or warranties contained herein or if any such representations or warranties become inaccurate, in each case so as to cause a condition to the Closing to be incapable of satisfaction, which failure, breach or inaccuracy is not cured within fifteen (15) days after Purchaser has notified Seller in writing of its intent to terminate this Agreement pursuant to this Section 11.01(e); or
(f) By Seller in writing pursuant to Section 6.01(b) or Section 6.01(c).
Methods of Termination. This Agreement may be terminated at any time:
(a) by mutual consent of Parent and Bancorp;
(b) by (i) Parent or (ii) Bancorp, if the Closing has not occurred on or before March 1, 2007 (the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp;
(c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or
(d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained herein.
Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to the Closing Date as follows:
(a) at any time by mutual written agreement of Avista and NorthWestern; or
(b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or
(c) by Avista, in the following events:
(i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects;
(ii) at any time after December 31, 2025 if the Closing has not yet occurred;
(iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or
(d) by NorthWestern, in the following events:
(i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period;
(ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects;
(iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate;
(iv) at any time prior to the Closing, if any operational issue, mechanical issue...
Methods of Termination. 32 Section 10.2.
Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned at any time before or after approval thereof by the Company and Buyer, but not later than the Closing:
5.1.1 By mutual consent of Buyer and the Company; or
Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing by the mutual written consent of both parties;
Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned at any time but not later than the Closing:
(a) by mutual written consent of the Parties;
(b) by either AAAC or TX, if the Closing has not occurred by February 6, 2008 (or such other date as may be extended from time to time by written agreement of the Parties); provided, however, that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any Party that is then in breach of any of its covenants, representations or warranties in this Agreement;
(c) by TX China or AAAC (i) if there has been a breach of any of its covenants in this Agreement or (ii) if the representations and warranties of AAAC contained in this Agreement shall not be true and correct in material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC has not cured such breach within ten (10) Business Days of TX's notice of an intent to terminate;
(d) by TX China, if the Board (or any committee thereof) at the time of the signing of this Agreement shall have failed to recommend or withdrawn or modified in a manner adverse to TX China its approval or recommendation of this Agreement and any of the transactions contemplated hereby;
(e) by either AAAC or TX China, if, at the AAAC Shareholders' Meeting (including any adjournments thereof), this Agreement and the transactions contemplated hereby shall fail to be approved and adopted by the affirmative vote of the holders of AAAC Ordinary Shares required under its Articles of Association, and the aggregate number of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares in accordance with the Articles of Association constitutes twenty percent (20%) or more of the AAAC Ordinary Shares sold in AAAC's Public Offering.
Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned at any time before or after approval thereof by Seller and Buyer, in accordance with the following:
6.1.1 not later than Closing, by mutual consent of Buyer and Seller;
6.1.2 not later than Closing, by Buyer if any of the conditions provided for in Section 5.1 hereof shall not have been met or waived in writing by Buyer prior to such date.
Methods of Termination. This Agreement may be terminated in any of the following ways:
(a) by either Purchaser or Seller, in writing 5 days in advance of such termination, if the Closing has not occurred by September 1, 1999;
(b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller;
(c) by Purchaser in writing if the conditions set forth in Article VII of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999;
(d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999;
(e) at any time on or prior to the Effective Time, by Purchaser or Seller in writing, if the other shall have been in breach of any representation and warranty in any material respect (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of 30 days after the giving of notice to the breaching party of such breach or the Effective Time.
(f) by Seller in writing at any time after any applicable regulatory authority has denied by final action any application of Purchaser for approval of the transactions contemplated herein, or in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated herein.
