Common use of Method of Termination Clause in Contracts

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (i) the covenants, representations, warranties and agreements set forth in this Agreement; and (ii) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, and by Seller, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (Mediacom Capital Corp), Asset Purchase Agreement (Frontiervision Holdings Lp)

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Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (ia) the covenants, representations, warranties and agreements set forth in this Agreement; and (iib) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, and by Seller, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Northland Cable Properties Seven Limited Partnership), Asset Purchase Agreement (Northland Cable Television Inc), Asset Purchase Agreement (Northland Cable Properties Seven Limited Partnership)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties hereto to consummate the transactions contemplated hereby, hereby subject to and in accordance with the terms hereofand conditions contained herein, the consideration for which is (i) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Sections 2, 3 and (ii) the 4, and expenditures and obligations incurred and to be incurred by Buyer Purchaser, on the one hand, and by Seller, the Company and the Subsidiary, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Energy West Inc), Stock Purchase Agreement (Energy West Inc)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (i) the covenants, representations, representations and warranties and agreements set forth in this Agreement; Agreement and (ii) the expenditures and obligations incurred and to be incurred by Buyer on each of the one hand, and by Seller, on the other handparties hereto, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ramsay Health Care Inc), Purchase Agreement (Ramsay Health Care Inc)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (ia) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Article II hereof, and (iib) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, Purchaser and by Seller, on the other hand, Seller and Shareholder in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 2 contracts

Samples: Acquisition Agreement (Healthcomp Evaluation Services Corp), Acquisition Agreement (Spencers Restaurants Inc)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties hereto to consummate the transactions contemplated hereby, hereby subject to and in accordance with the terms hereofand conditions contained herein, the consideration for which is (i) the covenants, representations, warranties and agreements covenants set forth in this Agreement; herein, and (ii) the expenditures and obligations incurred and to be incurred by Buyer Purchaser, on the one hand, and by SellerSelling Shareholders, the Company, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Energy West Inc)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties hereto to consummate the transactions contemplated hereby, hereby subject to and in accordance with the terms hereofand conditions contained herein, the consideration for which is (i) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Sections 2, 3 and (ii) the 4, and expenditures and obligations incurred and to be incurred by Buyer Parent, on the one hand, and by Sellerthe Company, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Gas Natural Inc.)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (ia) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Article II hereof, and (iib) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, Atlantic and by Seller, on the other hand, Acquired Companies in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Acquisition Agreement (Atlantic American Corp)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (ia) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Article 2 hereof, and (iib) the expenditures and obligations incurred and to be incurred by Buyer on Purchaser and Alumar and the one hand, and by Seller, on the other hand, Shareholders in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imco Recycling Inc)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties hereto to consummate the transactions contemplated hereby, hereby subject to and in accordance with the terms hereofand conditions contained herein, the consideration for which is (i) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Sections 2, 3 and (ii) the 4, and expenditures and obligations incurred and to be incurred by Buyer Parent, on the one hand, and by SellerShareholders, the Companies, and Subsidiaries, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Energy West Inc)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (ia) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Articles 3 and 7 hereof, and (iib) the expenditures and obligations incurred and to be incurred by Buyer on AqSub, Equifax, the one hand, Company and by Seller, on the other hand, Shareholders in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Equifax Inc)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties hereto to consummate the transactions contemplated hereby, hereby subject to and in accordance with the terms hereofand conditions contained herein, the consideration for which is (i) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Sections 2, 3 and (ii) the 4, and expenditures and obligations incurred and to be incurred by Buyer Parent, on the one hand, and by SellerRMO and the Company, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Energy West Inc)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (ia) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Article II hereof, and (iib) the expenditures and obligations incurred and to be incurred by Buyer Purchaser, on the one hand, and by Sellerthe Acquired Company, Chew and the Shareholders, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Georgia Gulf Corp /De/)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (ia) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Section 6.2 hereof, and (iib) the expenditures and obligations incurred and to be incurred by Buyer Purchaser, on the one hand, and by Sellerthe Seller and the Shareholders, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Esc Medical Systems LTD)

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Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereofby it, the consideration for which is (ia) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Section 3 hereof, and (iib) the expenditures and obligations incurred and to be incurred by Buyer on the one handPurchaser, Seller and by Seller, on the other hand, DCC in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:.

Appears in 1 contract

Samples: Purchase and Sale of Assets Agreement (Rogers Corp)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (i) the covenants, representations, warranties and agreements set forth in this Agreement; and (ii) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, and by Seller, on the other hand, in respect of this Agreement, hereby and this Agreement may be terminated or abandoned prior to the Closing only as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (Flowers Foods Inc)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties hereto to consummate the transactions contemplated hereby, hereby subject to and in accordance with the terms hereofand conditions contained herein, the consideration for which is (i) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Sections 2, 3 and (ii) the 4, and expenditures and obligations incurred and to be incurred by Buyer Purchaser, on the one hand, and by Seller, the Companies, and Subsidiaries, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Stock Purchase Agreement (Energy West Inc)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties Parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (i) the covenants, representations, warranties and agreements set forth in this Agreement; and (ii) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, and by Seller, on the other hand, in respect of this Agreement, hereby and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Omnibus Agreement Regarding Termination of Lease (Environmental Power Corp)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (i) the covenants, representations, representations and warranties and agreements set forth in this Agreement; and (ii) the expenditures and obligations incurred and to be incurred by Buyer on each of the one hand, and by Seller, on the other handparties hereto, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Contribution Agreement (Autotrader Com Inc)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties Parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereofTransactions, the consideration for which is (ia) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Article 2 hereof, and (iib) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, and by Seller, on the other hand, Parties in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Contribution Agreement (Net Element International, Inc.)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (ia) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Article II hereof, and (iib) the expenditures and obligations incurred and to be incurred by Buyer Purchaser and Parent, on the one hand, and by Sellerthe Acquired Company, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Agreement of Merger (Enterprise Systems Inc /De/)

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (ia) the covenants, representations, warranties and agreements covenants set forth in this Agreement; Article II hereof, and (iib) the expenditures and obligations incurred and to be incurred by Buyer Purchaser, on the one hand, and by SellerXxxxxx Mortgage and the Shareholders, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:

Appears in 1 contract

Samples: Purchase Stock (Bankfirst Corp)

Method of Termination. This Agreement constitutes the binding and --------------------- ---------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (ia) the covenants, representations, warranties and agreements covenants set forth in this Agreement; herein, and (iib) the expenditures and obligations incurred and to be incurred by Buyer Purchaser, on the one hand, and by Sellerthe Acquired Company and the Shareholders, on the other hand, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows:set forth in Section 12.2.

Appears in 1 contract

Samples: Acquisition Agreement (American Bingo & Gaming Corp)

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