Common use of Termination at or Prior to Closing Clause in Contracts

Termination at or Prior to Closing. This Agreement may be terminated and the transactions contemplated hereby abandoned as follows: (a) Seller and Buyer may elect to terminate this Agreement at any time on or prior to the Closing Date by mutual written consent of the parties; (b) either Seller or Buyer may elect to terminate this Agreement if the Closing shall not have occurred on or before March 31, 1997; provided, however, that neither Seller nor Buyer can so terminate this Agreement if such party is at such time in material breach of any provision of this Agreement; or (c) either Seller or Buyer may elect to terminate this Agreement if any Governmental Entity shall have issued a final non-appealable order, judgment or decree or taken any other action challenging, delaying beyond March 31, 1997, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein.