Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived; (b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date; (c) by mutual consent of Buyer and Seller; or (d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 5 contracts
Sources: Stock Purchase Agreement (Bill Gross Idealab Inc), Stock Purchase Agreement (Bill Gross Idealab Inc), Stock Purchase Agreement (Bill Gross Idealab Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminatedterminated only:
(a) by either Buyer or Seller Sellers if a material breach of any provision Breach of this Agreement has been committed by the other party and such breach Breach has not been waivedwaived or cured on or before the Closing Date;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 21, 20002001, or such later date as the parties may agree upon.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Phi Inc), Stock Purchase Agreement (Petroleum Helicopters Inc), Stock Purchase Agreement (Suggs Carroll W)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer ▇▇▇▇▇ and Seller▇▇▇▇▇▇▇; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 3 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article X has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article XI has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Purchaser and Seller; or
(d) by either Buyer Purchaser or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20001998, or such later date as the parties may agree upon.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Medgenesis Inc), Asset Purchase Agreement (Medgenesis Inc), Asset Purchase Agreement (Medgenesis Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Bill Gross Idealab Inc), Stock Purchase Agreement (Bill Gross Idealab Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller in the event that the Balance Sheet, as of June 30, 1999 as audited in accordance with GAAP consistently applied, is materially different that the Projected Financial Statements; or,
(e) by Buyer if the Closing has Disclosure Letter reveals any material condition not occurred (other than through the failure of any party seeking satisfactory to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree uponBuyer and not cured by Sellers.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Log on America Inc), Stock Purchase Agreement (Log on America Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by By Buyer if any of the conditions in Section 5 5.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 5.3 has not been satisfied as of the scheduled Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Datescheduled Closing;
(c) by By mutual consent of Buyer and Seller; or
(d) by By either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 20001997, or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Stock Purchase Agreement (International Game Technology), Stock Purchase Agreement (Acres Gaming Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach or violation of any provision of this Agreement has been committed by the other party and such breach or violation has not been cured or waived;
(b) by Buyer (i) if the certificate provided by Seller pursuant to Section 7.2(b)(iii) describes any change or modification to any representation or warranty which arises to a Material Adverse Change, (ii) if any of the conditions in Section 5 ARTICLE 7 has not been satisfied as of the Closing Date or (iii) if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or ;
(iic) by Seller, if any of the conditions in Section 6 ARTICLE 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(cd) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, the Closing Date or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Transatlantic Petroleum Ltd.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 1, 20002001, or such later date as the parties may agree uponupon in writing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Kupper Parker Communications Inc), Stock Purchase Agreement (Kupper Parker Communications Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) subject to the terms and conditions of Section 7.14, by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 2000, or such later date as the parties may agree upon2002.
Appears in 2 contracts
Sources: Acquisition Agreement, Acquisition Agreement (Eateries Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller the Shareholder if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by the Shareholder, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Shareholder to comply with their obligations under this Agreement) and Seller have the Shareholder has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and Sellerthe Shareholder; or
(d) by either Buyer TGI or Seller the Shareholder if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20001997, or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition condi-tion is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Sellerthe parties hereto; or
(d) by either Buyer or Seller party if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 2815, 20002017, or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Asset Purchase Agreement (mCig, Inc.), Asset Purchase Agreement (Stony Hill Corp.)
Termination Events. This Agreement may, by By notice given prior to or at Title Agent and the Closingother parties to this Agreement, this Agreement may be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has 9 have not been materially satisfied as of the Closing Termination Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Termination Date; or ;
(iib) by SellerSellers, if any of the conditions in Section 6 has 10 have not been materially satisfied as of the Closing Termination Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of either Seller to comply with their its obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Termination Date;
(c) by either Buyer or Sellers if a Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived;
(d) by mutual consent of Buyer and SellerSellers; or
(de) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000the Termination Date, or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Atria Communities Inc), Purchase and Sale Agreement (Atria Communities Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Material Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 31, 20001999, or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Foster L B Co), Stock Purchase Agreement (Foster L B Co)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreementagreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible as (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 20002004, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Tel Instrument Electronics Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller the Principal Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Sellerthe Principal Sellers, if any of the conditions in Section 6 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Sellerthe Principal Sellers; or
(d) by either Buyer or Seller the Principal Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (General Parcel Service Inc)
Termination Events. This Agreement may, may be terminated by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer the Acquirer or Seller the Sellers if a material breach of any provision covenant of this Agreement has been committed by the other party that, if curable, remains uncured for a period of twenty days after notice thereof, and such material breach has not been waivedwaived by the terminating party;
(b) (i) by Buyer the Acquirer if the satisfaction of any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition 6.1 is or becomes impossible (other than through the failure of Buyer the Acquirer to comply with its obligations under this Agreement) and Buyer the Acquirer has not waived such condition on or before the Closing Datecondition; or (ii) by Seller, the Sellers if the satisfaction of any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition 6.2 is or becomes impossible (other than through the failure of Seller the Sellers to comply with their obligations under this Agreement) and Seller the Sellers have not waived such condition on or before the Closing Datecondition;
(c) by mutual consent of Buyer and Sellerthe parties; or
(d) by either Buyer the Acquirer or Seller the Sellers if the Closing has not occurred (other than through the failure of any the party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20002010 (the “Outside Closing Date”), or such later other date as the parties may agree uponupon in writing.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement
Termination Events. This Agreement may, may be terminated by written notice given prior to or at the Closing, be terminatedsubject to Section 9.2 as follows:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waivedcured after five (5) days notice or waived by the non-breaching party;
(b) by Buyer if any of the conditions condition in Section 5 Article VI has not been satisfied as of the date specified for Closing Date or Closing Date; or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) Agreement and Buyer has not waived such condition on or before the Closing Date; or such date).
(iic) by Seller, if any of the conditions condition in Section 6 Article VII has not been satisfied as of the date specified for Closing or Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Datesuch date;
(cd) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 11, 2000, 2008 or such later date as the parties may agree uponupon or as provided herein, unless the party giving notice of termination is in material breach of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party Party and such breach Breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(iii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller have Sellers has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer ▇▇▇▇▇ and Seller▇▇▇▇▇▇▇; or
(d) either by either Buyer or Seller by Sellers if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20002022, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Better for You Wellness, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party Party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing DateClosing; or or
(iii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller have Sellers has not waived such condition on or before the Closing DateClosing;
(c) by mutual consent of Buyer B▇▇▇▇ and SellerS▇▇▇▇▇▇; or
(d) either by either Buyer or Seller by Sellers if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 30, 20002023, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Better for You Wellness, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28April 7, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Subject to Section 11.2, this Agreement may, by notice given prior to before or at the Closing, be terminated:
(a) by either mutual consent of the Buyer or and the Seller;
(b) by the Buyer if the Seller if has committed a material breach of any provision of this Agreement has been committed by and the other party and such breach Buyer has not been waivedwaived such breach;
(bc) by the Seller if the Buyer has committed a material breach of any provision of this Agreement and the Seller has not waived such breach;
(d) by the Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a any condition in Article 9 is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Closing Date; or condition;
(iie) by Seller, the Seller if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a any condition in Article 10 is or becomes impossible (other than through the failure of any the Seller to comply with their its obligations under this Agreement) and the Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Sellercondition; or
(df) by either the Buyer or the Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 20, 20002005, or such later date as the parties Buyer and the Seller may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by By notice given prior to or at Title Agent and the Closingother parties to this Agreement, this Agreement may be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has 9 have not been materially satisfied as of the Closing Termination Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Termination Date; or ;
(iib) by SellerSellers, if any of the conditions in Section 6 has 10 have not been materially satisfied as of the Closing Termination Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of either Seller to comply with their its obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Termination Date;
(c) by either Buyer or Sellers if a Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived;
(d) by mutual consent of Buyer and SellerSellers; or
(de) by either Buyer or Seller Sellers if the First Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000the Termination Date, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Atria Communities Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by By Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerBy Sellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by By mutual consent of Buyer and SellerSellers; or
(d) by By either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28April 30, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Morton Industrial Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Americas Shopping Mall Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerSellers, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 2000, 1997 or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Integrated Orthopedics Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28April 30, 20002008, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Commercial National Financial Corp /Pa)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) subject to the terms and conditions of Section 7.12, by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 2000, or such later date as the parties may agree upon2002.
Appears in 1 contract
Sources: Acquisition Agreement (Eateries Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition in writing on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20002008, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Membership Interests Purchase Agreement (Cal Maine Foods Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:: 41
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Pharmaceutical Product Development Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20002007, or such later date as the parties may agree uponpermitted hereunder.
Appears in 1 contract
Sources: Stock Purchase and Shareholders' Agreement (Sibling Entertainment Group, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of to any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 15, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 1, 20002004, or such later date as the parties may agree upon, unless the delay is caused by such proposed terminating party.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Seller, if a material breach or violation of any provision of this Agreement has been committed by the other party and such breach or violation has not been waivedcured to the satisfaction of the party seeking to terminate this Agreement, provided that this Agreement may not be terminated until the fifth day following written notice of such breach to such other party;
(b) by Buyer Buyer, if satisfaction of any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition ARTICLE 9 is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement);
(c) and Buyer has not waived such condition on or before by Buyer, if the Closing Date; or West Thrace Deep Rights Disposition is terminated prior to completion;
(iid) by Seller, if satisfaction of any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition ARTICLE 10 is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date);
(ce) by mutual consent of Buyer and Seller; or
(df) by either Buyer or Seller Seller, if the Closing has not occurred on or before the Outside Date (other than through the failure of any the party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement or through the inaccuracy of any representation or warranty of the party seeking to terminate this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon).
Appears in 1 contract
Sources: Share Purchase Agreement (Transatlantic Petroleum Ltd.)
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article IX has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Purchaser and Seller; or
(d) by either Buyer Purchaser or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, Seller if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 21, 20002001, or such later date as the parties may agree uponagree.
Appears in 1 contract
Sources: Stock Purchase Agreement (Cpi Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with with. its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Exchange Agreement (American Resources & Development Co)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 2000, 2002 or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Buyers or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Buyers if any of the conditions in Section 5 has ARTICLE 6 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Buyers to comply with its their obligations under this Agreement) and Buyer has Buyers have not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual written consent of Buyer Buyers and Seller; or
(d) by either Buyer Buyers or Seller if the Closing has not occurred (other than through the failure of any the party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20002010, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 5, 2000, 1997 or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Vdi Media)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 30, 20002005, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) a. by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 Article 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) c. by mutual consent of Buyer and Seller; or
(d) d. by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20002010, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Cogenco International Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller the Company if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by Sellers, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and SellerSellers; or
(d) by either Buyer TGI or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20001997, or such later date as the parties Parties may agree upon.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) 9.1.1. by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(ba) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this AgreementAgreement or to obtain the required funding to consummate this transaction) and Buyer has not waived such condition on or before the Closing DateClosing; or (iib) by SellerSellers, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing DateClosing;
(c) 9.1.3. by mutual consent of Buyer and SellerSellers; or
(d) 9.1.4. by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 4, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer of the Buyers or the Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) unless the Certificate referred to in Section 7.2 shall have been given, by Buyer the Buyers if Stockholder Approval is not obtained at the meeting referred to in Section 5.5 on or before November 30, 1999, or if Seller ceases using its Best Effort to obtain Stockholder Approval;
(c) (i) by the Buyers if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer the Buyers to comply with its their obligations under this Agreement) and Buyer has the Buyers have not waived such condition on or before the Closing Date; or (ii) by the Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller to comply with their its obligations under this Agreement) and the Seller have has not waived such condition on or before the Closing Date;
(cd) by mutual consent of Buyer the Buyers and the Seller; or
(de) by either Buyer the Buyers or the Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 30, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) 11.1.1. by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) 11.1.3. by mutual consent of Buyer and Seller; or
(d) 11.1.4. by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 2000, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement mayAgreement, by notice given prior to or at the Closing, may be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b1) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii2) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller or the Shareholders to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000one (1) business day after the date of signing of this Agreement by all parties, or such later date as the parties may agree uponupon in writing.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 Article VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20002005, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by By notice given prior to or at Title Agent and the Closingother parties to this Agreement, this Agreement may be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has 7 have not been materially satisfied as of the Closing Termination Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Termination Date; or ;
(iib) by Seller, if any of the conditions in Section 6 has 8 have not been materially satisfied as of the Closing Termination Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their his obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Termination Date;
(c) by either Buyer or Seller if a Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived;
(d) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000the Termination Date, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Atria Communities Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Resources & Development Co)
Termination Events. This Agreement may, by notice given prior to the Purchase Option Closing Date (if any) or at the ClosingPurchase Option Expiration Date (if not exercised), be terminated:
(a) by either Buyer Purchaser or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waivedwaived by the non- breaching Party;
(b) by Buyer either Party if any of the conditions in Section 5 Article VI has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible (impossible, and the other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer Party has not waived such condition on or before the such Closing Date; , unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible;
(iic) by Seller, Purchaser if any of the conditions in Section 6 Article VII has not been satisfied as of the First Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Second Closing Date;
(cd) by mutual consent of Buyer Purchaser and Seller; or
(de) by either Buyer Purchaser or Seller if the First Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20002003, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Building Control Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has Article VIII have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date, or Company enters into an Expansion Contract based on Seller's unilateral decision pursuant to Section 4.6(b); or (ii) by Seller, if any of the conditions in Section 6 has Article IX have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of either Seller or Company to comply with either of their respective obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by Buyer at its sole discretion up to one day before closing on the Public Offering;
(d) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 15, 20002004, unless extended pursuant to Section 11.3, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by 8.1.1 By either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waivedwaived in writing;
8.1.2 By (ba) by Buyer if any of the conditions in Section 5 has Article 6 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived in writing such condition on or before the Closing Date; or (iib) by SellerSellers, if any of the conditions in Section 6 Article 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived in writing such condition on or before the Closing Date;
(c) by 8.1.3 By mutual consent of Buyer and SellerSellers; or
(d) by 8.1.4 By either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to fully comply fully with its or his obligations under this Agreement) on or before February 28January 31, 2000, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Physicians Capital Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, Seller if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or;
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 23, 20002001, or such later date as the parties may agree uponagree; or
(e) by Seller if the Buyer has not delivered a copy of the Commitment Letter described in Section 6.2 on or before the date specified in such Section.
Appears in 1 contract
Sources: Stock Purchase Agreement (Cpi Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer ▇▇▇▇▇ and Seller▇▇▇▇▇▇; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 1, 20002012, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: LLC Ownership Interest Purchase Agreement (Vystar Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article X has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article XI has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Purchaser and Seller; oror 37
(d) by either Buyer Purchaser or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers' Representative; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28April 15, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Insignia Financial Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by 8.1.1 By either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waivedwaived in writing;
8.1.2 By (ba) by Buyer if any of the conditions in Section 5 has Article VI have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived in writing such condition on or before the Closing Date; or (iib) by Seller, if any of the conditions in Section 6 has Article VII have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived in writing such condition on or before the Closing Date;
(c) by 8.1.3 By mutual written consent of Buyer and Seller; or
(d) by 8.1.4 By either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to fully comply fully with its or his obligations under this Agreement) on or before February 28June 10, 20002004, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or ------------------ at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 SECTION 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 SECTION 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 15, 20001996, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by Sellers, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and SellerSellers; or
(d) by either Buyer TGI or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by By Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerBy Sellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by By mutual consent of Buyer and SellerSellers; or
(d) by By either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Morton Industrial Group Inc)
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; orSellers;
(d) the inability of the parties to agree on the exhibits to this Agreement under Section 11.2; or (e) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28October 31, 2000, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Origin Investment Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 10 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their his obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) either by either Buyer or Seller by all Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 2000, 2021 or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (BIMI International Medical Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer PRG or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer PRG if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section Article 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller PRG to comply with its obligations under this Agreement) and PRG has not waived such condition on or before the Closing Date; or (ii) by Sellers, if any of the conditions in Article 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer PRG and SellerSellers; or
(d) by either Buyer PRG or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 200010 business days from the date hereof, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Acquisition Agreement (Production Resource Group LLC)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 7.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 15, 20002002, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Home Solutions of America Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 1, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 20002006, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Allis Chalmers Energy Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
terminated (a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;; (b)
(bi) by Buyer if any of the conditions set forth in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
; (c) by mutual consent of Buyer and SellerSellers; or
or (d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 286, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, may be terminated by mutual consent of the Parties or by notice given prior to before or at the Closing, be terminated:
(a) by either By Sellers on the one hand or Buyer or Seller on the other hand if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach the Breach has not been promptly cured or waived;
(b) by By Buyer if any of the conditions in Section 5 has 5.1 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such the condition on or before the Closing Date; or ;
(iic) by Seller, By Sellers if any of the conditions in Section 6 has 5.2 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their his obligations under this Agreement) and Seller Sellers have not waived such the condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by By either Buyer or Seller party if the Closing has not occurred (other than through the failure of any party the Party or Parties, as applicable, seeking to terminate this Agreement to comply fully with its its, his or his her obligations under this Agreement) on or before February 28August 31, 20002003, or such later date as the parties Parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Universal Communication Systems Inc)
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Seller, if a material breach Breach of any provision of this Agreement has been committed by the other party or has occurred and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has Article 7 have not been satisfied as of the Closing Date or if satisfaction of any such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article 8 has not been satisfied as of the Closing Date or if satisfaction of any such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28October 31, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 7, 20002006, or such later date as the parties may agree uponpermitted hereunder.
Appears in 1 contract
Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows:
(a) a. by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party Seller or Shareholder and such breach Breach has not been waivedwaived by Buyer;
(b) b. by Seller if a material Breach of any provision of this Agreement has been committed by Buyer and such Breach has not been waived by Seller;
c. by Buyer if any of the conditions condition in Section 5 Article 7 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) ), and Buyer has not waived such condition on or before the Closing Date; or (ii) such date;
d. by Seller, Seller if any of the conditions condition in Section 6 Article 8 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller or the Shareholder to comply with their obligations under this Agreement) ), and Seller have has not waived such condition on or before the Closing Datesuch date;
(c) e. by mutual consent of Buyer and Seller; or;
(d) f. by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 30, 20002006, or such later date as the parties may agree upon, unless the Buyer is in material Breach of this Agreement; or
g. by Seller if the Closing has not occurred on or before June 30, 2006, or such later date as the parties may agree upon, unless the Seller or Shareholder are in material Breach of this Agreement.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20002002, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerSellers, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 14, 2000, 1997 or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Integrated Orthopedics Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and Seller; or
(d) by either Buyer TGI or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller the Company if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerOwners, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Owners to comply with their obligations under this Agreement) and Seller Owners have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Sellerthe Company; or
(d) by either Buyer or Seller the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28October 31, 2000, 2006 or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 Article VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20002003, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their his obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 15, 20002007, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
: (a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;; (b)
(bi) by Buyer if any of the conditions in Section 5 4.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
or (d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 6, 20001998, or such later date as the parties may agree upon; (e) subject to Section 7.10 above, by Seller, if prior to the Closing, (A) a third party shall have made an Acquisition Proposal that the Board of Directors of the Company determines in good faith, after consultation with its financial advisor, is a Superior Proposal, and (B) the Board of Directors of the Seller shall have withdrawn its approval or recommendation to its shareholders of this Agreement.
Appears in 1 contract
Termination Events. This Agreement may, may be terminated by written notice given prior to or at the Closing, be terminatedsubject to SECTION 9.2 as follows:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waivedcured after five (5) days notice or waived by the non-breaching party;
(b) by Buyer if any of the conditions condition in Section 5 Article VI has not been satisfied as of the date specified for Closing Date Date; or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) Agreement and Buyer has not waived such condition on or before the Closing Date; or such date).
(iic) by Seller, if any of the conditions condition in Section 6 Article VII has not been satisfied as of the date specified for Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Datesuch date;
(cd) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, 2007 or such later date as the parties may agree uponupon or as provided herein, unless the party giving notice of termination is in material breach of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Shareholder if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has Article 6 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) ), and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerShareholder, if any of the conditions in Section 6 has Article 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Shareholder to comply with their his obligations under this Agreement) ), and Seller have Shareholder has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerShareholder; or
(d) by either Buyer or Seller Shareholder if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000the Termination Date, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20002007, or such later date as the parties may agree upon.; or
Appears in 1 contract
Sources: Stock Purchase Agreement (Wireless Ronin Technologies Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 5, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 2829, 20001996, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Masada Security Holdings Inc)
Termination Events. This Agreement may, may be terminated (by notice given prior to or at the Closing, be terminated:Closing Date):
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 16, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller or CDT to comply with their respective obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20002008, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Cardiotech International Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, may be terminatedterminated as follows:
(a) by either Buyer or Seller if a material breach any representation or warranty of any provision of this Agreement has been committed by the other party is or becomes untrue or breached in any material respect and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 Sections 6.2 and 6.3 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 6.2 and 6.4 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice in writing given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller the Company if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or ;
(iic) by Sellerthe Company, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller the Company or the Shareholders to comply with their any obligations under this Agreement) and Seller have the Company has not waived such condition on or before the Closing Date;
(cd) by mutual consent of Buyer and Seller; orthe Company;
(de) by either Buyer or Seller the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 14, 20002003, or such later date as the parties may agree upon; or
(f) by Buyer pursuant to Section 2.8(b).
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller or ▇▇▇▇ to comply with their respective obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual written consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000within 60 (sixty) days after signing and delivery by the Parties of this Agreement, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Cardiotech International Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(cb) by mutual consent of Buyer and Seller;
(c) automatically upon the inability of the parties to agree on the exhibits to this Agreement under Section 11.1; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28Saturday, 2000June 30, 2001, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Share Exchange Agreement (Origin Investment Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 30, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Resources & Development Co)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20002003, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (SCB Computer Technology Inc)
Termination Events. This Agreement Agreement, may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Acquiror or Seller Agencies if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Acquiror if any of the conditions in Section 5 has Article 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Acquiror to comply with its obligations under this Agreement) and Buyer Acquiror has not waived such condition on or before the Closing DateClosing; or (ii) by SellerAgencies, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Agencies to comply with their obligations under this Agreement) and Seller Agencies have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Acquiror and SellerAgencies; or
(d) by either Buyer Acquiror or Seller Agencies if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 2000, 20043 or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Asset Purchase Agreement (Main Street Banks Inc /New/)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b1) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 1, 20002006, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition in writing on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition in writing on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 2, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 1, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract