Methods of Termination Clause Samples

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 and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of BVI Shareholders, BVI, ONE and UGTI; b. By ONE and UGTI, upon a material breach of any representation, warranty, covenant or agreement on the part of BVI or the BVI Shareholders set forth in this Agreement, or if any representation or warranty of BVI or the BVI Shareholders shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "BVI Breach"), 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 notice from the non-breaching party setting forth in detail the nature of such breach; c. By BVI, upon a material breach of any representation, warranty, covenant or agreement on the part of ONE or UGTI set forth in this Agreement, or, if any representation or warranty of ONE or UGTI shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "ONE/UGTI Breach"), 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; d. By either ONE/UGTI or BVI, if the Closing shall not have consummated before ninety (90) days after the date hereof; provided, however, that this Agreement may be extended by written notice of either BVI or ONE/UGTI, if the Closing shall not have been consummated as a result of ONE/UGTI or BVI having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either BVI or ONE/UGTI 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 contemp...

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 agreement of the Selling Parties and Buyer; (b) by written notice from Selling Parties to the Buyer specifying with particularity the applicable Breach, if Buyer has committed a Breach, and such Breach would result in the failure of any condition to Closing set forth in Section 7.3(c) or, if Buyer elects to provide an Equity Portion of the Purchase Price in accordance with Section 1.3, Section 7.3(e); provided, if such Breach is curable through the exercise of commercially reasonable efforts, then the Selling Parties may only terminate this Agreement if such Breach is not cured by Buyer or Vanguard, as applicable, within thirty (30) days after the receipt by the Selling Parties or Buyer, as the case may be, of a Notification provided pursuant to Section 6.6 specifying with particularity such Breach; provided, further, that any right of Buyer or Vanguard, as applicable, to cure a Breach will terminate on the Outside Date; (c) by written notice from Selling Parties to the Buyer specifying with particularity the applicable Breach, if Buyer has committed a Breach, and such Breach would result in the failure of any condition to Closing set forth in Section 7.3(b) or, if Buyer elects to provide an Equity Portion of the Purchase Price in accordance with Section 1.3, Section 7.3(d); provided, if such Breach is curable through the exercise of commercially reasonable efforts, then Selling Parties may only terminate this Agreement if such Breach is not cured by Buyer or Vanguard, as applicable, within thirty (30) days after the receipt by Buyer or Vanguard, as applicable, as the case may be, of a Notification provided pursuant to Section 6.6 specifying with particularity such Breach; provided, further, that any right of Buyer or Vanguard, as applicable, to cure a Breach will terminate on the Outside Date; (d) by written notice from Buyer to the Selling Parties specifying with particularity the applicable Breach, if the Selling Parties have committed a Breach, and such Breach would result in the failure of the condition to Closing set forth in Section 7.2(e); provided, if such Breach is curable through the exercise of commercially reasonable efforts, then Buyer may only terminate this Agreement if such Breach is not cured within thirty (30) days after the receipt by the Buyer or the Selling Parties, as the case may be, of...

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing five (5) days in advance of such termination, if the Closing has not occurred by March 31, 2003 (provided that no party shall be permitted to terminate this Agreement hereunder if the failure of the Closing to occur prior to such date arises out of or results from the actions or omissions of the terminating party; provided, further, the failure of the representations and warranties contained in Section 6.22 to be true and (a) if Seller has fully complied with its obligations under Section 8.6); (b) at any time on or prior to the Effective Time by the mutual consent in writing of Seller and Purchaser; (c) by Purchaser, as a result of any breach of any representation, warranty or covenant of Seller contained herein, which breach would cause any condition set forth in Sections 9.1 or 9.2 to not be satisfied, if Purchaser has given notice of such breach and such breach is not, or is not capable of being, cured within thirty (30) days after such notice; (d) by Seller, as a result of any breach of any representation, warranty or covenant of Purchaser contained herein, which breach would cause any condition set forth in Sections 10.1 or 10.2 to not be satisfied, if Seller has given notice of such breach and such breach is not, or is not capable of being, cured within thirty (30) days after such notice; (e) by either Purchaser or Seller, if the Stockholder Approval shall not have been received at the meeting of Parent's stockholders called to act thereon; or (f) by either Purchaser or Seller, if (1) any Regulatory Approval shall have been denied by final, nonappealable action of such Governmental Authority, or such Governmental Authority shall have requested permanent withdrawal of any application therefor or (2) any injunction, decree or other order issued by any Governmental Authority or other legal restraint or prohibition preventing consummation of the transactions contemplated hereby shall have been entered by any Governmental Authority of competent jurisdiction or any applicable law shall have been enacted or adopted that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby and such injunction, decree or other order shall be final and nonappealable.

Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to the other Party as follows: (i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the failure to have taken an Action) that has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; (ii) if the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or (iii) in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party is attempting in good faith to pursue the cure; or (iv) by mutual written consent of Buyer and Seller. (b) This Agreement may be terminated by...

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. 35 Section 10.2.

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.