Common use of Rights to Terminate Clause in Contracts

Rights to Terminate. This Agreement may be terminated at any time prior to the Closing only as follows: (a) by mutual written consent of the Company and Purchaser; (b) by the Company, if Purchaser or Acquisition Sub is in material breach of any representation, warranty, covenant or condition under this Agreement (and the Company is not then in material breach of any representation, warranty, covenant or condition hereunder) and such breach continues for ten (10) business days after written notice of the same to the breaching party or if the alleged breach is reasonably capable of being cured and the breaching party is working in good faith to cure such breach but it cannot be cured in ten (10) business days, said ten (10) business day period to cure such breach shall be extended by an additional twenty (20) days; (c) by Purchaser, if the Company is in material breach of any representation, warranty, covenant or condition under this Agreement (and Purchaser and Acquisition Sub are not then in material breach of any representation, warranty, covenant or condition hereunder) and such breach continues for ten (10) business days after written notice of the same to the breaching party or if the alleged breach is reasonably capable of being cured and the breaching party is working in good faith to cure such breach but it cannot be cured in ten (10) business days, said ten (10) business day period to cure such breach shall be extended by an additional twenty (20) days; (d) by the Company or by Purchaser if, at or before the Closing, any condition set forth herein for the benefit (i) of the Company or (ii) Purchaser or Acquisition Sub, respectively, shall not have been timely met and cannot be met on or before the Closing Date and has not been waived; or (e) by Purchaser or the Company if the Closing shall not have occurred on or before November 30, 1997; provided, however, that neither such party shall be entitled to terminate this Agreement pursuant to this Section 11.1(e) if such party's willful breach of this Agreement has prevented the consummation of the transactions contemplated hereby. Each party's right of termination hereunder is in addition to any of the rights it may have hereunder or otherwise.

Rights to Terminate. This Agreement and the Plan of Merger may be terminated at any time prior to the Closing only as follows: (a) by mutual written consent of the Company and Purchaser; (b) by the Company, Company if Purchaser or Acquisition Sub is in material breach of any material representation, warranty, warranty or covenant or condition under this Agreement (and the Company is not then in material breach of any material representation, warranty, covenant warranty or condition hereundercovenant) and such breach continues for ten (10) business days after written notice of the same to the breaching party or if the alleged breach is reasonably capable of being cured and the breaching party is working in good faith to cure such breach but it cannot be cured in ten (10) business days, said ten (10) business day period to cure such breach shall be extended by an additional twenty (20) days; (c) by Purchaser, Purchaser if the Company is in material breach of any material representation, warranty, warranty or covenant or condition under this Agreement (and Purchaser and Acquisition Sub are not then in material breach of any material representation, warranty, covenant warranty or condition hereundercovenant) and such breach continues for ten (10) business days after written notice of the same to the breaching party or if the alleged breach is reasonably capable of being cured and the breaching party is working in good faith to cure such breach but it cannot be cured in ten (10) business days, said ten (10) business day period to cure such breach shall be extended by an additional twenty (20) days; (d) by the Company or by Purchaser if, at or before the Closing, (i) any condition set forth herein for the benefit (i) of the Company or Purchaser, respectively, has not been met and has not been waived on or before October 31, 1998 or (ii) Purchaser or Acquisition Subat any earlier date, respectively, shall not have been timely met and circumstances become such that any such condition cannot be met on or before the Closing Date by such date and such condition has not been waived; or; (e) by Purchaser or the Company if the Closing shall not have occurred on or before November 30the close of business on the Closing Date, 1997; provided, however, that neither such party shall be entitled to terminate this Agreement pursuant to this Section 11.1(e) if such party's willful breach of this Agreement has prevented the consummation of the transactions contemplated hereby; or (f) by the Company if it accepts a Superior Proposal pursuant to Section 5.10 prior to approval of this Agreement by the Company's shareholders. Each party's right of termination hereunder is in addition to any of the rights it may have hereunder or otherwise.

Rights to Terminate. This Agreement may be terminated at any time prior to the Closing only as follows: (a) by mutual written consent of the Company Seller, Purchaser and PurchaserCompany; (b) by the Company, Seller if Purchaser or Acquisition Sub Company is in material breach of any representation, warranty, warranty or covenant or condition under this Agreement (and the Company Seller is not then in material breach of any representation, warranty, covenant warranty or condition hereundercovenant) and such breach continues for ten (10) business days after written notice of the same to the breaching party Purchaser or if the alleged breach is reasonably capable of being cured and the breaching party is working in good faith Company has failed to cure such breach but it cannot be cured in ten (10) business days, said ten (10) business day period to cure such breach shall be extended by an additional twenty (20) dayswithin 10 Business Days following written notice thereof from Seller; (c) by Purchaser, Purchaser or Company if the Company Seller is in material breach of any representation, warranty, warranty or covenant or condition under this Agreement (and Purchaser and Acquisition Sub Company are not then in material breach of any representation, warranty, covenant warranty or condition hereundercovenant) and such breach continues for ten (10) business days after written notice of the same to the breaching party or if the alleged breach is reasonably capable of being cured and the breaching party is working in good faith Seller has failed to cure such breach but it cannot be cured in ten (10) business days, said ten (10) business day period to cure such breach shall be extended by an additional twenty (20) dayswithin 10 Business Days following written notice thereof from Purchaser or Company; (d) by the Company or by Purchaser Seller if, at or before the ClosingClosing Date, any condition set forth herein for the benefit (i) of the Company or (ii) Purchaser or Acquisition Sub, respectively, Seller shall not have been timely met and cannot be met on or before the Closing Date and has not been waived; or (e) by Purchaser or Company if, at or before the Closing Date, any condition set forth herein for the benefit of Purchaser or Company shall not have been timely met and cannot be met on or before the Closing Date and has not been waived; or (f) by Purchaser, Company or Seller if the Closing shall not have occurred on or before November 30January 31, 1997; provided, however, that neither such party shall be entitled to terminate this Agreement pursuant to this Section 11.1(e) if such party's willful breach of this Agreement has prevented the consummation of the transactions contemplated hereby2006. Each party's right of termination hereunder is in addition to any of the rights it may have hereunder or otherwisehereunder.

Rights to Terminate. This Agreement may be terminated at any time prior to the Closing only as follows: (a) by mutual the written consent of the Company Buyer and PurchaserRepresentative; (b) by Buyer, on the Companyone hand, or Representative, on the other hand, if Purchaser the Closing will not have occurred on or Acquisition Sub before June 30, 2022 (the “End Date”); provided, that the right to terminate this Agreement under this Section 7.1(b) will not be available to any Party whose action or failure to act in violation of this Agreement is the cause of or resulted in material the failure of the Closing to occur on or before the End Date, and such action or failure to act constitutes a breach by such Party of any representationof its representations, warrantywarranties, covenant covenants or condition under agreements contained in this Agreement (and the Company is not then in material breach of any representation, warranty, covenant or condition hereunder) and such breach continues for ten (10) business days after written notice of the same to the breaching party or if the alleged breach is reasonably capable of being cured and the breaching party is working in good faith to cure such breach but it cannot be cured in ten (10) business days, said ten (10) business day period to cure such breach shall be extended by an additional twenty (20) daysAgreement; (c) by PurchaserBuyer (so long as it is not in material breach of its obligations under this Agreement and its actions or failure to act in violation of this Agreement have not caused or resulted in the failure of the transactions contemplated by this Agreement or any Related Agreement to be consummated), if either Seller breaches any representation, warranty, covenant, obligation, or agreement hereunder, or if any representation or warranty is breached or becomes inaccurate, in either case, such that the conditions set forth in Section 2.2(a) or Section 2.2(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty became inaccurate, and such breach or inaccuracy has not been cured, or by its nature cannot be cured, within 30 days following receipt by Representative of written notice of such breach or inaccuracy; (d) by Representative (so long no Seller nor any Acquired Company is in material breach of its obligations under this Agreement and no actions or failure to act by either Seller or any Acquired Company in violation of this Agreement have caused or resulted in the failure of the transactions contemplated by this Agreement or any Related Agreement to be consummated), if Buyer breaches any representation, warranty, covenant covenant, obligation or condition under this Agreement (and Purchaser and Acquisition Sub are agreement hereunder, or if any representation or warranty of Buyer is breached or becomes inaccurate, in either case, such that the conditions set forth in Section 2.3(c) or Section 2.3(d) would not then in material be satisfied as of the time of such breach or as of any representationthe time such representation or warranty becomes inaccurate, warranty, covenant or condition hereunder) and such breach continues for ten (10) business or inaccuracy has not been cured, or by its nature cannot be cured, within 30 days after following receipt by Buyer of written notice of the same to the breaching party or if the alleged breach is reasonably capable of being cured and the breaching party is working in good faith to cure such breach but it cannot be cured in ten (10) business days, said ten (10) business day period to cure such breach shall be extended by an additional twenty (20) daysor inaccuracy; (d) by the Company or by Purchaser if, at or before the Closing, any condition set forth herein for the benefit (i) of the Company or (ii) Purchaser or Acquisition Sub, respectively, shall not have been timely met and cannot be met on or before the Closing Date and has not been waived; or (e) by Purchaser Buyer, on the one hand, or Representative, on the Company other hand, if the Closing shall not have occurred on any permanent injunction or before November 30, 1997; provided, however, that neither such party shall be entitled to terminate this Agreement pursuant to this Section 11.1(e) if such party's willful breach other Order of this Agreement has prevented a court or other Governmental Authority of competent jurisdiction preventing or making illegal the consummation of the transactions contemplated hereby. Each party's right of termination hereunder is in addition by this Agreement or any Related Agreement becomes final and non-appealable; and (f) by Buyer if a Material Adverse Effect has occurred prior to any of the rights it may have hereunder or otherwiseClosing.