Common use of Termination and Abandonment Clause in Contracts

Termination and Abandonment. 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or Buyer, if any condition set forth in Article VI relating to the other party has not been met or has not been waived; (c) By Sellers or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the Sellers, if the Closing does not occur, through no failure to act by Sellers, on May ___, 2002, or if Buyer fail to deliver the consideration. 7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 6.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or Buyereither party, if any condition set forth in Article VI V or any other Article relating to the other party has not been met or has not been waived; (c) By Sellers or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or; (e) By the SellersTC, if the Closing does not occur, through no failure to act by SellersTC, on May ___, 2002closing date, or if Buyer fail fails to deliver the consideration.consideration required herein; 7.2 (f) If all of the outstanding liabilities cannot be settled for within the purchase price; 6.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers Seller or Buyer, if any condition set forth in Article VI relating to the other party has not been met or has not been waived; (c) By Sellers Seller or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers Seller or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the Sellerseither party, if the Closing does not occur, through no failure to act by Sellerson the part of the other party, on May ___October 31, 20022004, or by Seller if Buyer fail fails to deliver the considerationconsideration required herein. 7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors or Managing Member provided; however, that such action shall be taken only if, in the judgment of the Board of Directors party taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or Buyer, if any condition set forth in Article VI relating to the other party has not been met or has not been waived; (c) By Sellers or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the Sellers, if the Closing does not occur, through no failure to act by Sellers, on May ___15, 20022003, or if Buyer fail fails to deliver the considerationconsideration required herein. 7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or Buyerany party, if any condition set forth in Article VI relating to the other party has not been met or has not been waived; (c) By Sellers MWEX or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers MWEX or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the SellersSeller, if the Closing does not occur, through no failure to act by SellersMWEX, on May ___5, 20022005, or if Buyer fail fails to deliver the considerationconsideration required herein. 7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers Seller or Buyer, if any condition set forth in Article VI relating to the other party has not been met or has not been waived; (c) By Sellers Seller or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers Seller or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the SellersSeller, if the Closing does not occur, through no failure to act by SellersSeller, on May ___September 22, 20022003, or if Buyer fail fails to deliver the considerationconsideration required herein. 7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers Seller or Buyer, if any condition set forth in Article VI relating to the other party has not been met or has not been waived; (c) By Sellers Seller or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers Seller or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the SellersSeller, if the Closing does not occur, through no failure to act by SellersSeller, on May February_____, 20022004, or if Buyer fail fails to deliver the considerationconsideration required herein. 7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 4.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of partiesParties; (b) By Sellers Seller or Buyer, if any condition set forth in Article VI relating to the other party Party has not been met or has not been waived; (c) By Sellers Seller or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers Seller or Buyer, if it is discovered that there is discovered any material error, misstatement or omission in the representations and warranties of another party; orParty; (e) By the SellersSeller, if the Closing does not occuroccur on or before the Closing Date as required herein; and (f) By Seller, through no failure to act by Sellers, on May ___, 2002, or if Buyer fail to deliver Seller receives a bona fide offer for the considerationPurchase Shares that exceeds the Purchase Price. 7.2 a.1 Any of the terms or conditions of this Agreement may be waived at any time by the party Party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; , however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party Party waiving such term or condition.

Termination and Abandonment. 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or Buyer, if any condition set forth in Article VI relating to the other party has not been met or has not been waived; (c) By Sellers or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the Sellers, if the Closing does not occur, through no failure to act by Sellers, on May ___or before June 18, 20022008, or if Buyer fail fails to deliver the considerationconsideration required herein. 7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 6.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or Buyereither party, if any condition set forth in Article VI V or any other Article relating to the other party has not been met or has not been waived; (c) By Sellers or BuyerBuyers, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers or BuyerBuyers, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or; (e) By the SellersMWEX, if the Closing Subscription payment does not occur, through no failure to act by SellersMWEX, on May ___November 4, 20022004, or if Buyer fail Buyers fails to deliver the consideration.consideration required herein; 7.2 (f) If all of the outstanding liabilities fees and accruals cannot be settled at closing; 6.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 6.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or Buyereither party, if any condition set forth in Article VI V or any other Article relating to the other party has not been met or has not been waived; (c) By Sellers or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or; (e) By the Sellers, if the Closing does not occur, through no failure to act by Sellers, on May ___, 2002closing date, or if Buyer fail fails to deliver the consideration.consideration required herein; 7.2 (f) If all of the outstanding liabilities cannot be settled at closing; 6.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers Seller or Buyer, if any condition set forth in Article VI relating to the other party has not been met or has not been waived; (c) By Sellers Seller or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers or Buyerany party, if there is discovered any material error, misstatement or omission mission in the representations and warranties of another party; or (e) By the SellersSeller, if the Closing does not occur, through no failure to act by SellersSeller, on May ___August 31, 20022001, or if Buyer fail fails to deliver the consideration. 7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 6.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers Shareholder or Buyer, if any condition set forth in Article VI V relating to the other party has not been met or has not been waivedwaived by the party to whose benefit the condition runs; (c) By Sellers Shareholder or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers Shareholder or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or; (e) By the SellersShareholder, if the Closing closing does not occur, through no failure to act by SellersShareholder, on May ___, 2002the Closing Date, or if Buyer fail fails to deliver the considerationConsideration required herein; or (f) By Buyer, if Shareholder fails to take all actions necessary to effect the closing by the Closing Date. 7.2 6.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board respective board of Directors directors or managers; provided; , however, that such action shall be taken only if, in the judgment of the Board such respective board of Directors directors or managers taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or Buyer, if any condition set forth in Article VI VII relating to the other party has not been met or has not been waived; (c) By Sellers or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the Sellers, if the Closing does not occur, through no failure to act by Sellers, on May ___March 31, 20022005, or if Buyer fail fails to deliver the consideration. 7.2 8.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof. 8.3 In the event that this agreement is terminated and the transaction contemplated herein is not completed, by action taken by its Board then Buyer will reasonably assist Sellers in having the shares of Directors provided; however, that such action shall be taken only if, CWI reissued in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or conditiontheir name.

Termination and Abandonment. 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or Buyer, if any condition set forth in Article VI relating to the other party has not been met or has not been waived; (c) By Sellers or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the Sellers, if the Closing does not occur, through no failure to act by Sellers, on May ___or before December 23, 20022009, or if Buyer fail fails to deliver the considerationconsideration required herein. 7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 6.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or Buyereither party, if any condition set forth in Article VI V relating to the other party has not been met or has not been waived; (c) By Sellers or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers or BuyerJR, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the SellersTM, if the Closing does not occur, through no failure to act by SellersTM, on May ___, 2002closing date, or if Buyer fail fails to deliver the considerationconsideration required herein. 7.2 6.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or Buyer, if any condition set forth in Article VI relating to the other party has not been met or has not been waived; (c) By Sellers or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the Sellers, if the Closing does not occur, through no failure to act by Sellers, on May ___November 8, 2002, or if Buyer fail fails to deliver the considerationconsideration required herein. 7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers Seller or Buyer, if any condition set forth in Article VI relating to the other party has not been met or has not been waived; (c) By Sellers Seller or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers Seller or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the SellersSeller, if the Closing does not occur, through no failure to act by SellersSeller, on May ___March 31, 20022003, or if Buyer fail fails to deliver the considerationconsideration required herein. 7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers Seller or Buyer, if any condition set forth in Article VI relating to the other party has not been met or has not been waived; (c) By Sellers Seller or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers Seller or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the SellersSeller, if the Closing does not occur, through no failure to act by SellersSeller, on May ___1, 20022003, or if Buyer fail fails to deliver the considerationconsideration required herein. 7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 6.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or Buyereither party, if any condition set forth in Article VI V or any other Article relating to the other party has not been met or has not been waived; (c) By Sellers or BuyerBuyers, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers or BuyerBuyers, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or; (e) By the SellersSeller, if the Closing does not occur, through no failure to act by SellersSeller, on May ___, 2002closing date, or if Buyer fail Buyers fails to deliver the considerationconsideration required herein; (f) If all of the outstanding liabilities cannot be settled at closing; (g) Buyers may cancel this agreement without penalty, and receive a return of all monies in escrow if the aggregate liabilities exceed. 7.2 6.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 7.1 6.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to or on the Closing Date: (a) By mutual consent of parties; (b) By Sellers or IICor Buyer, if any condition set forth in Article VI V relating to the other party has not been met or has not been waived; (c) By Sellers IIC or Buyer, if any suit, action, or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby; (d) By Sellers IIC or Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or (e) By the SellersIIC, if the Closing does not occur, through no failure to act by SellersIIC, on May ___August 21, 20022006, or if Buyer fail fails to deliver the considerationconsideration required herein. 7.2 6.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.