Common use of Termination Prior to Closing Clause in Contracts

Termination Prior to Closing. This Agreement may be terminated at any time prior to closing: (a) by the mutual written consent of Sellers and Buyer; (b) by either Sellers or Buyer if the Closing shall not have been consummated on or before July 1, 2004 (the “Termination Date”); and provided, that if on the Termination Date the conditions to Closing set forth in Section 6.1(b) or 6.1(c) shall not have been fulfilled, but all other conditions to Closing shall have been fulfilled or shall be capable of being fulfilled, then the Termination Date shall automatically be extended to October 1, 2004; provided, further however, that neither Buyer nor Sellers may terminate this Agreement pursuant to this Section 8.1(b) if the Closing shall not have been consummated by such date by reason of the failure of such party to perform in all material respects any of its covenants or agreements contained in this Agreement; (c) by either Sellers or Buyer, upon written notice given to the other if any Governmental Entity will have issued a final, unappealable order, enjoining or otherwise prohibiting a transaction contemplated hereby; (d) by Buyer if any of the conditions set forth in Sections 6.1 or 6.2 is or becomes incapable of satisfaction (other than by reason of the failure of Buyer to perform in all material respects any of its covenants or agreements contained in this Agreement); or (e) by Sellers if any of the conditions set forth in Sections 6.1 or 6.3 is or becomes incapable of satisfaction (other than by reason of the failure of Sellers to perform in all material respects any of their covenants or agreements contained in this Agreement).

Termination Prior to Closing. This Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time time: (i) on or prior to closing: (a) the Closing Date by the mutual mutual, written consent of Sellers and Buyer; ; (bii) by Buyer by written notice to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the obligations of Buyer to consummate the transactions contemplated by this Agreement as set forth in Section 7; (iii) by Sellers by written notice to Buyer if any event occurs or condition exists which causes Buyer to be unable to satisfy one or more conditions to the obligation of Sellers to consummate the transactions contemplated by this Agreement as set forth in Section 8; (iv) by either party if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General of the State of Texas, requests, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyer if the Closing shall not have been consummated taken place on or before July 15:00 p.m. central time on August 31, 2004 2025 (which date may be extended by mutual agreement of Sellers and Buyer), provided that the “Termination Date”); and provided, that if on the Termination Date the conditions right to Closing set forth in Section 6.1(b) or 6.1(cterminate pursuant to this subsection (v) shall not have been fulfilled, but all other conditions be available to Closing shall have been fulfilled or shall be capable of being fulfilled, then the Termination Date shall automatically be extended any party whose failure to October 1, 2004; provided, further however, that neither Buyer nor Sellers may terminate fulfill any obligation under this Agreement pursuant to this Section 8.1(b) if has been the Closing shall not have been consummated by such date by reason of cause of, or resulted in, the failure of the Closing to occur by such party date; (vi) by Buyer pursuant to perform in all material respects any of its covenants Section 6.5 hereof or agreements contained in this Agreement; (cvii) by either Sellers or Buyer, upon written notice given Buyer pursuant to the other if any Governmental Entity will have issued a final, unappealable order, enjoining or otherwise prohibiting a transaction contemplated hereby; (d) by Buyer if any of the conditions set forth in Sections 6.1 or 6.2 is or becomes incapable of satisfaction (other than by reason of the failure of Buyer to perform in all material respects any of its covenants or agreements contained in this Agreement); or (e) by Sellers if any of the conditions set forth in Sections 6.1 or 6.3 is or becomes incapable of satisfaction (other than by reason of the failure of Sellers to perform in all material respects any of their covenants or agreements contained in this Agreement)Section 12.1 hereof.

Termination Prior to Closing. This Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time time: (i) on or prior to closing: (a) the Closing Date by the mutual mutual, written consent of Sellers Seller and Buyer; ; (bii) by either Sellers Buyer by written notice to Seller if any event occurs or condition exists which causes Seller to be unable to satisfy one or more conditions to the obligations of Buyer to consummate the transactions contemplated by this Agreement as set forth in Section 7; (iii) by Seller by written notice to Buyer if any event occurs or condition exists which causes Buyer to be unable to satisfy one or more conditions to the obligation of Seller to consummate the transactions contemplated by this Agreement as set forth in Section 8; (iv) by Seller or Buyer if the Closing shall not have been consummated taken place on or before July 15:00 p.m. central time on December 31, 2004 2023 (which date may be extended by mutual agreement of Seller and Buyer), provided that the “Termination Date”); and provided, that if on the Termination Date the conditions right to Closing set forth in Section 6.1(b) or 6.1(cterminate pursuant to this subsection (iv) shall not have been fulfilled, but all other conditions be available to Closing shall have been fulfilled or shall be capable of being fulfilled, then the Termination Date shall automatically be extended any party whose failure to October 1, 2004; provided, further however, that neither Buyer nor Sellers may terminate fulfill any obligation under this Agreement pursuant to this Section 8.1(b) if has been the Closing shall not have been consummated by such date by reason of cause of, or resulted in, the failure of the Closing to occur by such party to perform in all material respects any of its covenants or agreements contained in this Agreement; date; (cv) by either Sellers Seller or Buyer, upon written notice given Buyer pursuant to the other if any Governmental Entity will have issued a final, unappealable order, enjoining Section 12.1 hereof; or otherwise prohibiting a transaction contemplated hereby; (dvi) by Buyer if any of the conditions set forth in Sections 6.1 or 6.2 is or becomes incapable of satisfaction (other than by reason of the failure of Buyer pursuant to perform in all material respects any of its covenants or agreements contained in this Agreement); or (e) by Sellers if any of the conditions set forth in Sections 6.1 or Section 6.3 is or becomes incapable of satisfaction (other than by reason of the failure of Sellers to perform in all material respects any of their covenants or agreements contained in this Agreement)hereof.

Termination Prior to Closing. This Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time time: (i) on or prior to closing: (a) the Closing Date by the mutual mutual, written consent of Sellers Seller and Buyer; ; (bii) by either Sellers Buyer by written notice to Seller if any event occurs or condition exists which causes Seller to be unable to satisfy one or more conditions to the obligations of Buyer to consummate the transactions contemplated by this Agreement as set forth in Section 7; (iii) by Seller by written notice to Buyer if any event occurs or condition exists which causes Buyer to be unable to satisfy one or more conditions to the obligation of Seller to consummate the transactions contemplated by this Agreement as set forth in Section 8; (iv) by Seller or Buyer if the Closing shall not have been consummated taken place on or before July 15:00 p.m. eastern time on October 31, 2004 2024 (which date may be extended by mutual agreement of Seller and Buyer), provided that the “Termination Date”); and provided, that if on the Termination Date the conditions right to Closing set forth in Section 6.1(b) or 6.1(cterminate pursuant to this subsection (iv) shall not have been fulfilled, but all other conditions be available to Closing shall have been fulfilled or shall be capable of being fulfilled, then the Termination Date shall automatically be extended any party whose failure to October 1, 2004; provided, further however, that neither Buyer nor Sellers may terminate fulfill any obligation under this Agreement pursuant to this Section 8.1(b) if has been the Closing shall not have been consummated by such date by reason of cause of, or resulted in, the failure of the Closing to occur by such party to perform in all material respects any of its covenants or agreements contained in this Agreement; date; (cv) by either Sellers Seller or Buyer, upon written notice given Buyer pursuant to the other if any Governmental Entity will have issued a final, unappealable order, enjoining Section 12.1 hereof; or otherwise prohibiting a transaction contemplated hereby; (dvi) by Buyer if any of the conditions set forth in Sections 6.1 or 6.2 is or becomes incapable of satisfaction (other than by reason of the failure of Buyer pursuant to perform in all material respects any of its covenants or agreements contained in this Agreement); or (e) by Sellers if any of the conditions set forth in Sections 6.1 or Section 6.3 is or becomes incapable of satisfaction (other than by reason of the failure of Sellers to perform in all material respects any of their covenants or agreements contained in this Agreement)hereof.

Termination Prior to Closing. This Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time time: (i) on or prior to closing: (a) the Closing Date by the mutual mutual, written consent of Sellers and Buyer; Buyers; (bii) by Buyers by written notice to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the obligations of Buyers to consummate the transactions contemplated by this Agreement as set forth in Section 7; (iii) by Sellers by written notice to Buyers if any event occurs or condition exists which causes Buyers to be unable to satisfy one or more conditions to the obligation of Sellers to consummate the transactions contemplated by this Agreement as set forth in Section 8; (iv) by either party if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General and Reporter of the State of Tennessee, continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period, or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyer Buyers if the Closing shall not have been consummated taken place on or before July 15:00 p.m. Central Time on August 31, 2004 2024 (which date may be extended by mutual agreement of Sellers and Buyers), provided that the “Termination Date”); and provided, that if on the Termination Date the conditions right to Closing set forth in Section 6.1(b) or 6.1(cterminate pursuant to this subsection (vi) shall not have been fulfilled, but all other conditions be available to Closing shall have been fulfilled or shall be capable of being fulfilled, then the Termination Date shall automatically be extended any party whose material failure to October 1, 2004; provided, further however, that neither Buyer nor Sellers may terminate fulfill any obligation under this Agreement pursuant to this Section 8.1(b) if has been the Closing shall not have been consummated by such date by reason of principal cause of, or resulted in, the failure of the Closing to occur by such party to perform in all material respects any of its covenants or agreements contained in this Agreement; date; (cv) by either Sellers or Buyer, upon written notice given Buyers pursuant to the other if any Governmental Entity will have issued a final, unappealable order, enjoining Section 12.1 hereof; or otherwise prohibiting a transaction contemplated hereby; (dvii) by Buyer if any of the conditions set forth in Sections 6.1 or 6.2 is or becomes incapable of satisfaction (other than by reason of the failure of Buyer Buyers pursuant to perform in all material respects any of its covenants or agreements contained in this Agreement); or (e) by Sellers if any of the conditions set forth in Sections 6.1 or Section 6.3 is or becomes incapable of satisfaction (other than by reason of the failure of Sellers to perform in all material respects any of their covenants or agreements contained in this Agreement)hereof.

Termination Prior to Closing. This Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time time: (i) on or prior to closing: (a) the Closing Date by the mutual mutual, written consent of Sellers Seller and Buyer; ; (bii) by either Sellers Buyer by written notice to Seller if any event occurs or condition exists which causes Seller to be unable to satisfy one or more conditions to the obligations of Buyer to consummate the transactions contemplated by this Agreement as set forth in Section 7; (iii) by Seller by written notice to Buyer if any event occurs or condition exists which causes Buyer to be unable to satisfy one or more conditions to the obligation of Seller to consummate the transactions contemplated by this Agreement as set forth in Section 8; (iv) by Seller or Buyer if the Closing shall not have been consummated taken place on or before July 15:00 p.m. eastern time on November 29, 2004 2024 (which date may be extended by mutual agreement of Seller and Buyer), provided that the “Termination Date”); and provided, that if on the Termination Date the conditions right to Closing set forth in Section 6.1(b) or 6.1(cterminate pursuant to this subsection (iv) shall not have been fulfilled, but all other conditions be available to Closing shall have been fulfilled or shall be capable of being fulfilled, then the Termination Date shall automatically be extended any party whose failure to October 1, 2004; provided, further however, that neither Buyer nor Sellers may terminate fulfill any obligation under this Agreement pursuant to this Section 8.1(b) if has been the Closing shall not have been consummated by such date by reason of cause of, or resulted in, the failure of the Closing to occur by such party to perform in all material respects any of its covenants or agreements contained in this Agreement; date; (cv) by either Sellers Seller or Buyer, upon written notice given Buyer pursuant to the other if any Governmental Entity will have issued a final, unappealable order, enjoining Section 12.1 hereof; or otherwise prohibiting a transaction contemplated hereby; (dvi) by Buyer if any of the conditions set forth in Sections 6.1 or 6.2 is or becomes incapable of satisfaction (other than by reason of the failure of Buyer pursuant to perform in all material respects any of its covenants or agreements contained in this Agreement); or (e) by Sellers if any of the conditions set forth in Sections 6.1 or Section 6.3 is or becomes incapable of satisfaction (other than by reason of the failure of Sellers to perform in all material respects any of their covenants or agreements contained in this Agreement)hereof.”

Termination Prior to Closing. This 9.2.1 Anything herein to the contrary notwithstanding, this Agreement and the transactions contemplated by this Agreement may be terminated at any time prior to closing: before the Closing as follows and in no other manner: (ai) by mutual consent in writing of Purchaser and Sellers owning a majority of the mutual written consent of Sellers and Buyer; Stock; (bii) by either Sellers or Buyer any time after June 30, 2002, if the Closing shall not have been consummated on occurred by such date; (iii) by Purchaser by written notice to Sellers if any event occurs or before July 1condition exists that causes Sellers to be unable to satisfy, 2004 (in all material respects, one or more conditions to the “Termination Date”)obligations of Sellers to consummate the transactions contemplated by this Agreement as set forth in Sections 6 of this Agreement; and provided(iv) by Sellers by written notice to Purchaser if any event occurs or condition exists that causes Purchaser to be unable to satisfy, that if on the Termination Date the in all material respects, one or more conditions to Closing the obligations of Purchaser to consummate the transactions contemplated by this Agreement as set forth in Section 6.1(b) or 6.1(c) shall not have been fulfilled, but all other conditions to Closing shall have been fulfilled or 7. 9.2.2 In the event that this Agreement shall be capable terminated pursuant to Section 9.2.1, all further obligations of being fulfilled, then the Termination Date shall automatically be extended to October 1, 2004; provided, further however, that neither Buyer nor Sellers may terminate parties under this Agreement pursuant shall terminate without further liability of any party to this Section 8.1(b) if another; provided that the Closing shall not have been consummated by such date by reason obligations of the failure of such party to perform in all material respects any of its covenants or agreements parties contained in this Agreement; (c) by either Sellers or Buyer, upon written notice given to the other if Sections 5.1 and 9.3 shall survive any Governmental Entity will have issued a final, unappealable order, enjoining or otherwise prohibiting a transaction contemplated hereby; (d) by Buyer if any of the conditions set forth in Sections 6.1 or 6.2 is or becomes incapable of satisfaction (other than by reason of the failure of Buyer to perform in all material respects any of its covenants or agreements contained in this Agreement); or (e) by Sellers if any of the conditions set forth in Sections 6.1 or 6.3 is or becomes incapable of satisfaction (other than by reason of the failure of Sellers to perform in all material respects any of their covenants or agreements contained in this Agreement)such termination.

Termination Prior to Closing. This Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time time: (i) on or prior to closing: the Closing Date by mutual consent of Seller and Buyer; (aii) by the mutual Buyer by written consent of Sellers and Buyer; (b) by either Sellers notice to Seller if any event occurs or Buyer if the Closing shall not have been consummated on condition exists that has or before July 1, 2004 (the “Termination Date”); and provided, that if on the Termination Date the will cause Seller to be unable to satisfy one or more conditions to Closing the obligations of Buyer to consummate the transactions contemplated by this Agreement as set forth in Section 6.1(b8; (iii) by Seller by written notice to Buyer if any event occurs or 6.1(ccondition exists that has or will cause Buyer to be unable to satisfy one or more conditions to the obligations of Seller to consummate the transactions contemplated by this Agreement as set forth in Section 9; (iv) by Buyer or Seller if the Closing Date shall not have been fulfilledtaken place on or before , but all other conditions to Closing shall have been fulfilled or shall be capable of being fulfilled, then the Termination Date shall automatically 2012 (which date may be extended to October 1, 2004by mutual agreement of ▇▇▇▇▇ and Seller); provided, further however, that neither Buyer nor Sellers may terminate this Agreement pursuant to this Section 8.1(b) if the Closing shall not have been consummated by such date by reason of the failure of such party to perform in all material respects any of its covenants or agreements contained in this Agreement; (cv) by either Sellers Seller or Buyer, upon written notice given Buyer pursuant to the other if any Governmental Entity will have issued a final, unappealable order, enjoining or otherwise prohibiting a transaction contemplated hereby; (d) by Buyer if any of the conditions set forth in Sections 6.1 or 6.2 is or becomes incapable of satisfaction (other than by reason of the failure of Buyer to perform in all material respects any of its covenants or agreements contained in this Agreement); or (e) by Sellers if any of the conditions set forth in Sections 6.1 or 6.3 is or becomes incapable of satisfaction (other than by reason of the failure of Sellers to perform in all material respects any of their covenants or agreements contained in this Agreement)Section 12 hereof.