Termination at or Prior to Closing Sample Clauses

Termination at or Prior to Closing. This Agreement may be terminated and the transactions contemplated hereby abandoned as follows:
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Termination at or Prior to Closing. The occurrence of any of the following events prior to the Closing notwithstanding the reasonable efforts of the party asserting a termination to avoid the event and to fulfill the conditions to Closing in its control shall be a Termination Event:
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Termination at or Prior to Closing. Subject to the provisions of this Article VIII, this Agreement may, by the giving of written notice at or prior to the Closing by the Party having the right to give such notice, be terminated and abandoned:
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Termination at or Prior to Closing. The occurrence of any of the following events prior to the Closing notwithstanding
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Termination at or Prior to Closing. This Agreement may be terminated and the transactions contemplated hereby abandoned as follows: (a) HOLDINGS and DCP may elect to terminate this Agreement at any time prior to the Closing by mutual written consent thereof; (b) Either HOLDINGS or DCP by written notice to the other may terminate this Agreement if the Closing shall not have occurred on or before December 31, 2006; provided, however, that neither Party may terminate this Agreement if such Party is at such time in material breach of any provision of this Agreement; (c) HOLDINGS and DCP may each terminate this Agreement at any time on or prior to the Closing if either DCP, on the one hand, or HOLDINGS, on the other hand, shall have materially breached any representations, warranties or covenants thereof herein contained and the same is not cured within thirty (30) days after receipt of written notice thereof from the applicable non-breaching Party; provided, however, that neither Party may terminate this Agreement if such Party is at such time in material breach of any representations, warranties or covenants of such Party; and (d) In addition to the foregoing, any Party may terminate this Agreement to the extent such termination is expressly authorized by another provision of this Agreement. 9.2
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Related to Termination at or Prior to Closing

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Covenants of Buyer Prior to Closing Date If the Closing does not occur on the date of this Agreement, between the date of this Agreement and the Closing Date Buyer will use its Best Efforts to cause the conditions in Sections 6 and 7 to be satisfied.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Transactions to be Effected at the Closing (a) At the Closing, Buyer shall:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

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