Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived; (b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date; (c) by mutual consent of Buyer and Seller; or (d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 5 contracts
Sources: Stock Purchase Agreement (Bill Gross Idealab Inc), Stock Purchase Agreement (Bill Gross Idealab Inc), Stock Purchase Agreement (Bill Gross Idealab Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminatedterminated only:
(a) by either Buyer or Seller Sellers if a material breach of any provision Breach of this Agreement has been committed by the other party and such breach Breach has not been waivedwaived or cured on or before the Closing Date;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 21, 20002001, or such later date as the parties may agree upon.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Phi Inc), Stock Purchase Agreement (Petroleum Helicopters Inc), Stock Purchase Agreement (Suggs Carroll W)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article X has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article XI has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Purchaser and Seller; or
(d) by either Buyer Purchaser or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20001998, or such later date as the parties may agree upon.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Medgenesis Inc), Asset Purchase Agreement (Medgenesis Inc), Asset Purchase Agreement (Medgenesis Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer ▇▇▇▇▇ and Seller▇▇▇▇▇▇▇; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 3 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Material Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 31, 20001999, or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Foster L B Co), Stock Purchase Agreement (Foster L B Co)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition condi-tion is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Sellerthe parties hereto; or
(d) by either Buyer or Seller party if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 2815, 20002017, or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Asset Purchase Agreement (mCig, Inc.), Asset Purchase Agreement (Stony Hill Corp.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach or violation of any provision of this Agreement has been committed by the other party and such breach or violation has not been cured or waived;
(b) by Buyer (i) if the certificate provided by Seller pursuant to Section 7.2(b)(iii) describes any change or modification to any representation or warranty which arises to a Material Adverse Change, (ii) if any of the conditions in Section 5 ARTICLE 7 has not been satisfied as of the Closing Date or (iii) if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or ;
(iic) by Seller, if any of the conditions in Section 6 ARTICLE 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(cd) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, the Closing Date or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Transatlantic Petroleum Ltd.)
Termination Events. This Agreement may, by By notice given prior to or at Title Agent and the Closingother parties to this Agreement, this Agreement may be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has 9 have not been materially satisfied as of the Closing Termination Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Termination Date; or ;
(iib) by SellerSellers, if any of the conditions in Section 6 has 10 have not been materially satisfied as of the Closing Termination Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of either Seller to comply with their its obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Termination Date;
(c) by either Buyer or Sellers if a Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived;
(d) by mutual consent of Buyer and SellerSellers; or
(de) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000the Termination Date, or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Atria Communities Inc), Purchase and Sale Agreement (Atria Communities Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller the Shareholder if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by the Shareholder, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Shareholder to comply with their obligations under this Agreement) and Seller have the Shareholder has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and Sellerthe Shareholder; or
(d) by either Buyer TGI or Seller the Shareholder if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20001997, or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by By Buyer if any of the conditions in Section 5 5.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 5.3 has not been satisfied as of the scheduled Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Datescheduled Closing;
(c) by By mutual consent of Buyer and Seller; or
(d) by By either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 20001997, or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Stock Purchase Agreement (International Game Technology), Stock Purchase Agreement (Acres Gaming Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller in the event that the Balance Sheet, as of June 30, 1999 as audited in accordance with GAAP consistently applied, is materially different that the Projected Financial Statements; or,
(e) by Buyer if the Closing has Disclosure Letter reveals any material condition not occurred (other than through the failure of any party seeking satisfactory to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree uponBuyer and not cured by Sellers.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Log on America Inc), Stock Purchase Agreement (Log on America Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Bill Gross Idealab Inc), Stock Purchase Agreement (Bill Gross Idealab Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 1, 20002001, or such later date as the parties may agree uponupon in writing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Kupper Parker Communications Inc), Stock Purchase Agreement (Kupper Parker Communications Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) subject to the terms and conditions of Section 7.14, by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 2000, or such later date as the parties may agree upon2002.
Appears in 2 contracts
Sources: Acquisition Agreement, Acquisition Agreement (Eateries Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20002002, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerSellers, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 14, 2000, 1997 or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Integrated Orthopedics Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and Seller; or
(d) by either Buyer TGI or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Per-Se or Seller Purchaser on the one hand, or the Company on the other hand, if a material breach of any provision of this Agreement has been committed by the other party Party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, Per-Se or Purchaser if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Per-Se or Purchaser to comply with its respective obligations under this Agreement) and neither Per-Se nor Purchaser has waived such condition on or before the Closing Date; or (ii) by the Company, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Company or the Owners to comply with their obligations under this Agreement) ), and Seller have not neither the Company nor the Owners has waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Per-Se, Purchaser, and Sellerthe Company; or
(d) by either Buyer Per-Se or Seller Purchaser on the one hand, or the Company on the other hand, if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28April 30, 20002001, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by Buyer if Sellers, the Company or their Representatives breach the provisions of the first sentence of Section 5.7;
(d) by mutual consent of Buyer and SellerSellers; or
(de) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 15, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible prevented (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible prevented (other than through the failure of Seller to comply with their his obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000by the Outside Closing Date, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) 9.1.1 by either Buyer Buyer, on the one hand, or Seller Sellers, on the other hand, if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 Article 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer or Merger Sub to comply with its their obligations under this Agreement) and neither Buyer nor Merger Sub has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 Article 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) 9.1.3 by mutual consent of Buyer Buyer, Merger Sub and SellerSellers; or
(d) 9.1.4 by either Buyer or Seller Sellers if the Closing has not occurred Sellers shall be dissatisfied, in their sole discretion, with (other than through i) Buyer's plan of financing in connection with the failure Merger or (ii) with the amount of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree uponfinancing.
Appears in 1 contract
Termination Events. This Agreement may, by notice in writing given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller the Company if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or ;
(iic) by Sellerthe Company, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller the Company or the Shareholders to comply with their any obligations under this Agreement) and Seller have the Company has not waived such condition on or before the Closing Date;
(cd) by mutual consent of Buyer and Seller; orthe Company;
(de) by either Buyer or Seller the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 14, 20002003, or such later date as the parties may agree upon; or
(f) by Buyer pursuant to Section 2.8(b).
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller or ▇▇▇▇ to comply with their respective obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual written consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000within 60 (sixty) days after signing and delivery by the Parties of this Agreement, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Cardiotech International Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(cb) by mutual consent of Buyer and Seller;
(c) automatically upon the inability of the parties to agree on the exhibits to this Agreement under Section 11.1; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28Saturday, 2000June 30, 2001, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Share Exchange Agreement (Origin Investment Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) subject to the terms and conditions of Section 7.12, by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 2000, or such later date as the parties may agree upon2002.
Appears in 1 contract
Sources: Acquisition Agreement (Eateries Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition in writing on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20002008, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Membership Interests Purchase Agreement (Cal Maine Foods Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 1, 20002005, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Bridge Street Financial Inc)
Termination Events. This If the Closing does not occur on the date of this Agreement, this Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred due to the fault of the other party (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 20002005, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; orSellers;
(d) the inability of the parties to agree on the exhibits to this Agreement under Section 11.2; or (e) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28October 31, 2000, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Origin Investment Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 10 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their his obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) either by either Buyer or Seller by all Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 2000, 2021 or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (BIMI International Medical Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer PRG or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer PRG if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section Article 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller PRG to comply with its obligations under this Agreement) and PRG has not waived such condition on or before the Closing Date; or (ii) by Sellers, if any of the conditions in Article 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer PRG and SellerSellers; or
(d) by either Buyer PRG or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 200010 business days from the date hereof, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Acquisition Agreement (Production Resource Group LLC)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by mutual consent of ONVC and the Holder;
(b) by either Buyer ONVC or Seller the Holder if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waivedcured;
(bc) by Buyer ONVC if any of the conditions in Section 5 has 4.1 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer ONVC to comply with its obligations under this Agreement) and Buyer ONVC has not waived such condition on or before the Closing Date; or ;
(iid) by Seller, the Holder if any of the conditions in Section 6 has 4.2 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller the Holder to comply or with their his obligations under this Agreement) and Seller have the Holder has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(de) by either Buyer ONVC or Seller the Holder if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20002006, or such later date as the parties may agree uponagree.
Appears in 1 contract
Sources: Acquisition Agreement (Online Vacation Center Holdings Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Per-Se or Seller Purchaser on the one hand, or the Company on the other hand, if a material breach of any provision of this Agreement has been committed by the other party Party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, Per-Se or Purchaser if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Per-Se or Purchaser to comply with its respective obligations under this Agreement) and neither Per-Se nor Purchaser has waived such condition 42 50 on or before the Closing Date; or (ii) by the Company, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Company or the Owners to comply with their obligations under this Agreement) ), and Seller have not neither the Company nor the Owners has waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Per-Se, Purchaser, and Sellerthe Company; or
(d) by either Buyer Per-Se or Seller Purchaser on the one hand, or the Company on the other hand, if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28April 30, 20002001, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, may be terminated by written notice given prior to or at the Closing, be terminatedsubject to SECTION 9.2 as follows:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waivedwaived by the non-breaching party;
(b) by Buyer if any of the conditions condition in Section 5 Article VI has not been satisfied as of the date specified for Closing Date Date; or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or ).
(iic) by Seller, if any of the conditions condition in Section 6 Article VII has not been satisfied as of the date specified for Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Datesuch date;
(cd) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 15, 2000, 2007 or such later date as the parties may agree uponupon or as provided herein, unless the party giving notice of termination is in material breach of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b1) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 1, 20002006, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; Date or (ii) by SellerSellers and DFA, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers or DFA to comply with their respective obligations under this Agreement) and Seller Sellers and DFA have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Buyer, Sellers and SellerDFA; or
(d) by either Buyer or Seller Sellers and DFA if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 30, 2000, 1998 or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Suiza Foods Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition in writing on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition in writing on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 2, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, may be terminated by mutual consent of the Parties or by notice given prior to before or at the Closing, be terminated:
(a) by either By Sellers on the one hand or Buyer or Seller on the other hand if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach the Breach has not been promptly cured or waived;
(b) by By Buyer if any of the conditions in Section 5 has 5.1 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such the condition on or before the Closing Date; or ;
(iic) by Seller, By Sellers if any of the conditions in Section 6 has 5.2 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their his obligations under this Agreement) and Seller Sellers have not waived such the condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by By either Buyer or Seller party if the Closing has not occurred (other than through the failure of any party the Party or Parties, as applicable, seeking to terminate this Agreement to comply fully with its its, his or his her obligations under this Agreement) on or before February 28August 31, 20002003, or such later date as the parties Parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Universal Communication Systems Inc)
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Seller, if a material breach Breach of any provision of this Agreement has been committed by the other party or has occurred and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has Article 7 have not been satisfied as of the Closing Date or if satisfaction of any such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article 8 has not been satisfied as of the Closing Date or if satisfaction of any such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28October 31, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 7, 20002006, or such later date as the parties may agree uponpermitted hereunder.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 30, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Resources & Development Co)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20002003, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (SCB Computer Technology Inc)
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 31, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) 11.1.1. by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) 11.1.3. by mutual consent of Buyer and Seller; or
(d) 11.1.4. by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 2000, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Buyer, on the one hand, or Seller Seller, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party Party or Parties and such breach has not been cured or waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their respective obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer Buyer, on the one hand, or Seller Seller, on the other hand, if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 20001997, or such later date as the parties Parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article IX has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Purchaser and Seller; or
(d) by either Buyer Purchaser or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by A. By either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by By Buyer if any of the conditions in Section 5 has 7. have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or ;
(ii) by By Seller, if any of the conditions in Section 6 has 8. have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;; or
(c) by C. By mutual consent of Buyer and Seller; or
(d) by D. By either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 15, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Purchase Agreement (Concap Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waivedwaived (or cured within five (5) business days of the occurrence of the breach);
(bi) by Buyer if any of the conditions in Section 5 Article 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual written consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 30, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Signal Apparel Company Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 Article VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 Article VIII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20002005, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or any Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 10 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by any Seller, if any of the conditions in Section 6 11 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not unanimously waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28______, 20001997, or such later date as the parties may agree uponupon in writing.
Appears in 1 contract
Sources: Stock and Partnership Interest Purchase Agreement (Ambi Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller the Company if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by Sellers, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and SellerSellers; or
(d) by either Buyer TGI or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 30, 20001998, or such later date as the parties Parties may agree upon.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(cb) by mutual consent of Buyer and Seller; or
(dc) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 30, 20002013, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: LLC Ownership Interest Purchase Agreement (Vystar Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 1, 20002005, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Allis Chalmers Energy Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 15, 2000, 1999 or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller the Company if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible by:
(other than through the failure of Buyer to comply with its obligations under this Agreementi) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or
(ii) Sellers, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and SellerSellers; or
(d) by either Buyer TGI or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 31, 20001999, or such later date as the parties Parties may agree upon.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20002005, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or ------------------ at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 SECTION 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 SECTION 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20001996, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the ClosingClosing and effective as of that date, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer or C&F to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 15, 20002002, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) a. by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 Article 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) c. by mutual consent of Buyer and Seller; or
(d) d. by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20002010, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Cogenco International Inc)
Termination Events. This Agreement Agreement, may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Acquiror or Seller Agencies if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) (i) by Buyer Acquiror if any of the conditions in Section 5 has Article 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Acquiror to comply with its obligations under this Agreement) and Buyer Acquiror has not waived such condition on or before the Closing DateClosing; or (ii) by SellerAgencies, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Agencies to comply with their obligations under this Agreement) and Seller Agencies have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Acquiror and SellerAgencies; or
(d) by either Buyer Acquiror or Seller Agencies if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 2000, 20043 or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Asset Purchase Agreement (Main Street Banks Inc /New/)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 7.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28November 15, 20002002, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Home Solutions of America Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Shareholder if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has Article 6 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) ), and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerShareholder, if any of the conditions in Section 6 has Article 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Shareholder to comply with their his obligations under this Agreement) ), and Seller have Shareholder has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerShareholder; or
(d) by either Buyer or Seller Shareholder if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000the Termination Date, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20002007, or such later date as the parties may agree upon.; or
Appears in 1 contract
Sources: Stock Purchase Agreement (Wireless Ronin Technologies Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 1, 20002004, or such later date as the parties may agree upon, unless the delay is caused by such proposed terminating party.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by A. By either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by By Buyer if any of the conditions in Section 5 has 7. have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or ;
(ii) by By Seller, if any of the conditions in Section 6 has 8. have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;; or
(c) by C. By mutual consent of Buyer and Seller;
D. By Buyer if Buyer is unable to agree with the IRS on the terms of the Tax Liability Plan; or
(d) by E. By either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 15, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Phoenix International Industries Inc /Fl/)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any material provision of this Agreement has been committed by the other party and such breach has not been waived;
(b1) by Buyer Buyer, if any of the conditions in Section 5 Article 10 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing DateClosing; or (ii2) by Seller, if any of the conditions in Section 6 Article 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing DateClosing;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28October 31, 20002001, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Williams Energy Partners L P)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, may be terminated by written notice given prior to or at the Closing, be terminatedsubject to Section 9.2 as follows:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waivedcured after five (5) days notice or waived by the non-breaching party;
(b) by Buyer if any of the conditions condition in Section 5 Article VI has not been satisfied as of the date specified for Closing Date or Closing Date; or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) Agreement and Buyer has not waived such condition on or before the Closing Date; or such date).
(iic) by Seller, if any of the conditions condition in Section 6 Article VII has not been satisfied as of the date specified for Closing or Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Datesuch date;
(cd) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 11, 2000, 2008 or such later date as the parties may agree uponupon or as provided herein, unless the party giving notice of termination is in material breach of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller the Company if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerOwners, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Owners to comply with their obligations under this Agreement) and Seller Owners have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Sellerthe Company; or
(d) by either Buyer or Seller the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28October 31, 2000, 2006 or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller the Purchaser (on behalf of the Purchaser and Stonepath) if a material breach of any provision of this Agreement has been committed by the other party Company or the Shareholders and such breach has not been waivedwaived by the Purchaser;
(b) by Buyer the Company (on behalf of the Company, the Shareholders, and the Shareholders' Agent) if a material breach of any provision of this Agreement has been committed by Stonepath or the Purchaser and such breach has not been waived by the Company;
(c) by the Purchaser if any of the conditions in Section 5 Article VI have not been satisfied as of the Closing Date or if satisfaction of such condition is or becomes impossible (other than through the failure of Purchaser or Stonepath to comply with its obligations under this Agreement), and the Purchaser has not waived such condition on or before the Closing Date;
(d) by the Company if any of the conditions in Article VII have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer the Company or Shareholders to comply with its their obligations under this Agreement) ), and Buyer the Company has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;or
(ce) by mutual consent of Buyer the Purchaser (on behalf of the Purchaser and Seller; or
Stonepath) and the Company (d) by either Buyer or Seller if on behalf of the Closing has not occurred (other than through Company, the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as Shareholders and the parties may agree uponShareholders' Agent).
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer TGI or Seller the Company if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (iii) by Seller, TGI if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller TGI to comply with its obligations under this Agreement) and TGI has not waived such condition on or before the Closing Date; or (ii) by Sellers, if any of the conditions in Section 7 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer TGI and SellerSellers; or
(d) by either Buyer TGI or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 30, 20001997, or such later date as the parties Parties may agree upon.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Transit Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by By Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerBy Sellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by By mutual consent of Buyer and SellerSellers; or
(d) by By either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Morton Industrial Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 has 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, Seller if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 21, 20002001, or such later date as the parties may agree uponagree.
Appears in 1 contract
Sources: Stock Purchase Agreement (Cpi Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by By either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with with. its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 31, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Exchange Agreement (American Resources & Development Co)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his Final 11/10/98 42 obligations under this Agreement) on or before February 28January 4, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller ▇▇▇▇▇▇▇▇▇▇ if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller▇▇▇▇▇▇▇▇▇▇, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller have ▇▇▇▇▇▇▇▇▇▇ has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller ▇▇▇▇▇▇▇▇▇▇ if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 31, 20001996, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Styrochem International LTD)
Termination Events. This Agreement may, may be terminated by written notice given prior to or at the Closing, be terminatedsubject to SECTION 9.2 as follows:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waivedwaived by the non-breaching party;
(b) by Buyer if any of the conditions condition in Section 5 Article VI has not been satisfied as of the date specified for Closing Date Date; or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or ).
(iic) by Seller, if any of the conditions condition in Section 6 Article VII has not been satisfied as of the date specified for Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller or the Stockholders to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Datesuch date;
(cd) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28April 30, 2000, 2006 or such later date as the parties may agree upon., or as provided herein, unless the party giving notice of termination is in material breach of this Agreement. Execution Document
Appears in 1 contract
Sources: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their his obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, the date set forth in Section 2.2 hereof or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer Purchaser or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer Purchaser if any of the conditions in Section 5 Article 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer Purchaser to comply with its obligations under this Agreement) and Buyer Purchaser has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 Article 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Sellerthe parties hereto; or
(d) by either Buyer or Seller party if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 2815, 20002017, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either the Buyer or Seller the Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;; or
(bi) by the Buyer if any of the conditions in Section 5 6.1 hereof has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such a condition on or before the Closing Date; or (ii) by Sellerthe Sellers, if any of the conditions in Section 6 6.2 hereof has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller the Sellers to comply with their obligations under this Agreement) and Seller the Sellers have not waived such condition on or before the Closing Date;; or
(c) by mutual consent of the Buyer and Sellerthe Sellers; or
(d) by either the Buyer or Seller the Sellers if the Closing has not occurred (other than through the failure of any the party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28the close of business Friday, 2000the 6th day of July, 2001, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock and Real Estate Purchase Agreement (American Locker Group Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 1, 20001997, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 20002006, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Allis Chalmers Energy Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either (i) Buyer or (ii) Seller and the Company, if a material breach Breach of any provision of this Agreement has been committed by the other party or parties and such breach Breach has not been waivedwaived and has continued without cure for a period of five (5) days following notice thereof by the terminating Party;
(b) (i) by Buyer if any of the conditions condition in Section 5 7 has not been satisfied as of the Closing Date October 1, 2005 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSeller and the Company, if any of the conditions condition in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller or the Company to comply with their obligations under this Agreement) and neither Seller have not nor the Company has waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer Buyer, Seller and Sellerthe Company; or
(d) by either (i) Buyer or (ii) Seller and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28September 15, 20002005, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waivedwaived or cured within ten (10) days of the breaching party’s receipt of written notice of such Breach;
(bi) by Buyer if satisfaction of any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition 7 is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, Seller if satisfaction of any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition 8 is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28December 1, 20002009, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: LLC Interest Purchase Agreement (MGP Ingredients Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 15, 20001999 except that, at the request of Buyer or Sellers' Representative, such date shall be extended until March 31, 1999 for the purpose of complying with requests for information from any Governmental Body under the HSR Act, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 31, 20002007, or such later date as the parties may agree uponpermitted hereunder.
Appears in 1 contract
Sources: Stock Purchase and Shareholders' Agreement (Sibling Entertainment Group, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of to any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 15, 20001999, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their his obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 15, 20002007, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by A. By either Buyer or Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by By Buyer if any of the conditions in Section 5 has 7. have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by By Seller, if any of the conditions in Section 6 has 7. have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;; or
(c) by C. By mutual consent of Buyer and Seller; or
(d) by D. By either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 29, 2000, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Elite Technologies Inc /Tx/)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
: (a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;; (b)
(bi) by Buyer if any of the conditions in Section 5 4.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
or (d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28May 6, 20001998, or such later date as the parties may agree upon; (e) subject to Section 7.10 above, by Seller, if prior to the Closing, (A) a third party shall have made an Acquisition Proposal that the Board of Directors of the Company determines in good faith, after consultation with its financial advisor, is a Superior Proposal, and (B) the Board of Directors of the Seller shall have withdrawn its approval or recommendation to its shareholders of this Agreement.
Appears in 1 contract
Termination Events. This Agreement may, may be terminated by written notice given prior to or at the Closing, be terminatedsubject to SECTION 9.2 as follows:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waivedcured after five (5) days notice or waived by the non-breaching party;
(b) by Buyer if any of the conditions condition in Section 5 Article VI has not been satisfied as of the date specified for Closing Date Date; or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) Agreement and Buyer has not waived such condition on or before the Closing Date; or such date).
(iic) by Seller, if any of the conditions condition in Section 6 Article VII has not been satisfied as of the date specified for Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Datesuch date;
(cd) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, 2007 or such later date as the parties may agree uponupon or as provided herein, unless the party giving notice of termination is in material breach of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Termination Events. This Agreement may, may be terminated by written notice given prior to or at the Closing, be terminatedsubject to SECTION 9.2 as follows:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waivedwaived by the non-breaching party;
(b) by Buyer if any of the conditions condition in Section 5 Article VI has not been satisfied as of the date specified for Closing Date Date; or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or ).
(iic) by Seller, if any of the conditions condition in Section 6 Article VII has not been satisfied as of the date specified for Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Datesuch date;
(cd) by mutual consent of Buyer and Seller; or
(de) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28July 31, 2000, 2006 or such later date as the parties may agree uponupon or as provided herein, unless the party giving notice of termination is in material breach of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or or
(ii) by SellerSellers, if any of the conditions in Section 6 has 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28March 11, 20001998, or upon such later date as the parties may agree uponagree.
Appears in 1 contract
Sources: Stock Purchase Agreement (Integrated Orthopedics Inc)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(b) (i) by Buyer if any of the conditions in Section 5 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 10 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their his obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) either by either Buyer or Seller by all Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28June 30, 2000, 2022 or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (BIMI International Medical Inc.)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;.
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28October 31, 20002002, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their its obligations under this Agreement) and Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and Seller; or
(d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28August 5, 2000, 1997 or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Vdi Media)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller Sellers if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived;
(b) by Buyer if any of the conditions in Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSellers, if any of the conditions in Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSellers; or
(d) by either Buyer or Seller Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28, 2000, or such later date as the parties may agree upon.
Appears in 1 contract
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either the Buyer or the Seller if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waivedeither cured or waived prior to the Closing Date or any extension thereof;
(bi) by the Buyer if any of the conditions in Section 5 Article 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Closing Date; or or
(ii) by the Seller, if any of the conditions in Section 6 Article 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller to comply with their obligations under this Agreement) and the Seller have has not waived such condition on or before the Closing Date;
(c) by mutual consent of the Buyer and the Seller; or
(d) by either the Buyer or the Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 286, 20001998, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Assets Purchase Agreement (Caretenders Health Corp)
Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:
(a) by either Buyer or Seller and Insignia if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been waived;
(bi) by Buyer if any of the conditions in Section 5 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by SellerSeller and Insignia, if any of the conditions in Section 6 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller and Insignia to comply with their obligations under this Agreement) and Seller and Insignia have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and SellerSeller and Insignia; or
(d) by either Buyer or Seller and Insignia if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its or his obligations under this Agreement) on or before February 28January 31, 20002002, or such later date as the parties may agree upon.
Appears in 1 contract
Sources: Stock Purchase Agreement (Insignia Financial Group Inc /De/)