Closing and Termination Sample Clauses

Closing and Termination. 2.1 Closing...................................................... 8 2.2 Termination.................................................. 8

Closing and Termination. 7 3.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3.2 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Closing and Termination. Except as otherwise set forth in this Section 7.01, this Agreement shall close by no later than 11:59 p.m. Seattle, Washington, February 9, 2000, ("Closing Date") provided that either party may extend this Agreement for an additional seven (7) day period by written notice to the other party prior to the Closing Date. This Agreement shall terminate if not closed by 11:59 p.m., Seattle, Washington, February 16, 2000. Notwithstanding the foregoing and/or the approval of this Agreement by the shareholders of Virtual and Saratoga, this Agreement may be terminated and the Closing contemplated hereby may be abandoned at any time prior to the Effective Time: a) By mutual written consent, duly authorized by their respective Boards of Directors, by Saratoga and Virtual; b) By either Saratoga or Virtual (i) if any court of competent jurisdiction or any other governmental body shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise permanently prohibiting the Closing and such order, decree, ruling or other action shall have become final and non-appealable; (ii) if, upon a vote at a duly held meeting or upon any adjournment thereof, the shareholders of Saratoga and the Board of Directors of Saratoga shall have failed to give any required approvals; or c) By Saratoga if Virtual shall have breached any of its representations and warranties or covenants contained herein and if such breach or breaches, either individually or in the aggregate, will have, or are reasonably likely to have, a material adverse effect on the business, results of operations, financial condition or prospects of Virtual (a "Virtual Material Adverse Effect"), unless, in the case of a breach of covenant, such failure to perform has been caused by a breach of this Agreement by Saratoga. d) By Virtual if Saratoga shall have breached any of its representations and warranties and such breach or breaches, either individually or in the aggregate, will have, or are reasonably likely to have, a Saratoga Material Adverse Effect, or if a Saratoga shall have breached in any material respect any of its covenants contained herein, unless, in the case of a breach of any covenant, such failure to perform has been caused by a breach of this Agreement by Virtual;

Closing and Termination. Section 9.1 Closing Date 65 Section 9.2 Termination of Agreement 65 Section 9.3 Procedure Upon Termination 66 Section 9.4 Effect of Termination 66 Section 9.5 Termination Fees and Expenses 67

Closing and Termination. 4 Section 3.1 Closing Date..........................................................................4 Section 3.2 Transactions on the Closing Date......................................................4 Section 3.3 Termination of Agreement..............................................................4

Closing and Termination. 4.1 Closing Date. 13 4.2 Termination of Agreement. 13 4.3 Procedure Upon Termination. 14 4.4 Effect of Termination.

Closing and Termination. 15 5.1 Time and Place of Closing...................................15 5.2 Termination of Agreement....................................15

Closing and Termination. The Closing (the “Closing”) shall take place at the offices of Purchaser, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, on the earlier to occur of (i) December 21, 2011, (ii) the date upon which all of the conditions to closing set forth in Section 1.4 have been satisfied, or (iii) at such other place, date and time as the Parties may agree in writing (the “Closing Date”). On the Closing Date the Purchaser shall pay the Purchase Price (as defined and subject to the conditions set forth in Section II) to the Seller. Either Party may terminate this Agreement, and the transactions contemplated hereby, in the event the Closing has not occurred by January 5, 2012.

Closing and Termination. 4.1 Closing will take place on the last Business Day of the month in which the conditions set out in Clause 3.1 are satisfied (or, in respect of the condition set out in Clause 3.1.1 hereof, is waived by the Buyer); provided, that if such conditions (other than the condition set out in paragraph 10 of Schedule 7 which shall be satisfied before the Closing Date) are so satisfied or waived after the twentieth (20th) day of such month, then the Closing shall take place on the last Business Day of the next calendar month unless otherwise agreed by the parties (the date on which the Closing occurs being referred to as the “Closing Date”). 4.2 Notwithstanding the provisions of Clause 4.1, in the event that all of the conditions set forth in Clause 3.1 are satisfied (or, in respect of the condition set out in Clause 3.1.1 hereof, is waived by the Buyer), but: 4.2.1 any Regulatory Approval or Third Party Right in respect of the Chinese Reorganisation, the transfer of the shares in any Chinese Subsidiary to the Singapore SPV and/or the Pakistani JV (in each case as set out in Clause 7) has not been obtained, then, if requested by the Seller, the parties shall be required to complete the Closing with respect to all Shares and Assets other than the Singapore SPV and/or the Pakistani JV, as the case may be. In this event, the amount payable by the Buyer under Clause 2.4.1 shall be reduced (as applicable) by (i) the amounts set out opposite the names of all the Chinese Subsidiaries in Part D of Schedule 2 and/or (ii) the amount set out opposite the name of the Pakistani JV in Part D of Schedule 2. Completion of the transfer of the shares in the Singapore SPV and/or the Pakistani JV shall occur, respectively, in accordance with the provisions of Clauses 4.8 and 4.9 as soon as the requisite Regulatory Approval or Third Party Right has been obtained. In this event references to “Closing” or “Closing Date” in this Agreement shall be construed with respect to the Singapore SPV or the Pakistani JV (as the case may be) as meaning the Chinese Closing Date or the date of transfer of the shares in the Pakistani JV to the Buyer (as the case may be) as provided in those Clauses; 4.2.2 any of the conditions set out in paragraphs 9 or 10 of Schedule 7 are not satisfied, then the Buyer may elect to complete the Closing with respect to all Shares and Assets other than Britannia Brands (Kuan) Pte Ltd and Danone Malaysia Sdn Bhd (the “Malaysian Companies”) (in the case of non-satisfacti...