Common use of Termination Prior to Closing Clause in Contracts

Termination Prior to Closing. (a) If the Closing has not occurred by September 30, 2004, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER, GNCC, ZMC and the PRINCIPAL ZMC SHAREHOLDER; (b) Prior to September 30, 2004, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC (in the case of a condition in Article VI) or SELLER (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC or SELLER may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September 30January 6, 20042017, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Share Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER, GNCC, ZMC BUTTE and the PRINCIPAL ZMC SHAREHOLDER;INTERLOK. (b) Prior to September 30January 6, 20042017, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC BUTTE (in the case of a condition in Article VI) or SELLER INTERLOK (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC BUTTE or SELLER INTERLOK may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Share Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September 30October 31, 20042016, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER, GNCC, ZMC SELLER and the PRINCIPAL ZMC SHAREHOLDER;LIBE. (b) Prior to September 30October 31, 20042016, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII V II shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC LIBE (in the case of a condition in Article VI) or SELLER (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC LIBE or SELLER or ECPLLC may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any an y federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September 30July 31, 20042011, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER, GNCC, ZMC SELLERS and the PRINCIPAL ZMC SHAREHOLDER;MONAR. (b) Prior to September 30July 31, 20042011, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC MONAR (in the case of a condition in Article VI) or SELLER SELLERS (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC MONAR or SELLER SELLERS may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September 30December 31, 20042009, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER, GNCCROPHE, ZMC and the PRINCIPAL ZMC SHAREHOLDERDTI ; (b) Prior to September 30December 31, 20042009, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC DTI (in the case of a condition in Article VI) or SELLER (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC DTI or SELLER may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September 30May 31, 20042014, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER, GNCC, ZMC SELLERS and the PRINCIPAL ZMC SHAREHOLDER;NSLI. (b) Prior to September 30May 31, 20042014, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC NSLI (in the case of a condition in Article VI) or SELLER SELLERS (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC NSLI or SELLER SELLERS may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September December 30, 20042005, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the ExchangeAcquisition. Notwithstanding the above, such deadline may be extended one or more times, only times by mutual written consent of SELLERSellers, GNCC, ZMC Oriental Media and the PRINCIPAL ZMC SHAREHOLDERMediaG3; (b) Prior to September December 30, 20042005, if the Closing has not occurred, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC MediaG3 (in the case of a condition in Article VI) or SELLER Sellers (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC MediaG3 or SELLER Sellers may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange Acquisition has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or of proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September 3015, 20042009, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLERMBT SHAREHOLDERS, GNCCMBT, ZMC and the PRINCIPAL ZMC SHAREHOLDERESI; (b) Prior to September 308, 20042009, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC ESI (in the case of a condition in Article VI) or SELLER MBT SHAREHOLDERS (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC ESI or SELLER MBT SHAREHOLDERS may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September December 30, 20042005, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the ExchangeAcquisition. Notwithstanding the above, such deadline may be extended one or more times, only times by mutual written consent of SELLERSellers, GNCC, ZMC Little Sheep and the PRINCIPAL ZMC SHAREHOLDERMediaG3; (b) Prior to September December 30, 20042005, if the Closing has not occurred, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC MediaG3 (in the case of a condition in Article VI) or SELLER Sellers (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC MediaG3 or SELLER Sellers may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange Acquisition has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or of proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September November 30, 20042013, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER, GNCC, ZMC SELLER and the PRINCIPAL ZMC SHAREHOLDER;MONAR. (b) Prior to September November 30, 20042013, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC MONAR (in the case of a condition in Article VI) or SELLER (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC MONAR or SELLER may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September 30December 31, 20042010, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER, GNCC, ZMC SELLER and the PRINCIPAL ZMC SHAREHOLDER;VMII. (b) Prior to September 30December 31, 20042010, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC VMII (in the case of a condition in Article VI) or SELLER (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC VMII or SELLER may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September 30March 31, 2004, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER, GNCCLAIZHOU, ZMC ARBOR and the PRINCIPAL ZMC ARBOR SHAREHOLDER; (b) Prior to September 30March 31, 2004, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC ARBOR (in the case of a condition in Article VIV1) or SELLER (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC ARBOR or SELLER may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If all of the Closing has terms and conditions of this Agreement have not occurred been satisfied by September 30July 29, 20042016, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLERSELLERS, GNCC, ZMC JILP and AEOG. Further in the PRINCIPAL ZMC SHAREHOLDER;event of termination of this Agreement each party will return all consideration it received from the other. (b) Prior to September 30, 2004Closing, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC AEOG (in the case of a condition in Article VI) or SELLER SELLERS (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC AEOG or SELLER SELLERS may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September 30May 31, 20042001, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLERSeller, GNCC, ZMC WWDI and the PRINCIPAL ZMC SHAREHOLDERGRC; (b) Prior to September 30May 31, 20042001, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC GRC (in the case of a condition in Article VIV1) or SELLER Seller (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC GRC or SELLER Seller may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September 30, 20042012, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER, GNCC, ZMC SELLERS and the PRINCIPAL ZMC SHAREHOLDER;KOKO. (b) Prior to September 30, 20042012, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC KOKO (in the case of a condition in Article VI) or SELLER SELLERS (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC KOKO or SELLER SELLERS may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

Termination Prior to Closing. (a) If the Closing has not occurred by September 30February 21, 20042011, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLERSELLERS, GNCCADGLLC, ZMC WFSI and the PRINCIPAL ZMC SHAREHOLDERWFSI STOCKHOLDER; (b) Prior to September 30February 21, 20042011, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then ZMC WFSI (in the case of a condition in Article VI) or SELLER SELLERS (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either ZMC WFSI or SELLER SELLERS may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.