Termination in Absence of Closing. (a) Subject to the provisions of Section 3.4(b) and (c), if the Closing has not occurred by the close of business on April 30, 2009, then any Party hereto may thereafter terminate this Agreement by written notice to such effect, to the other Parties hereto, without liability of or to any Party to this Agreement or any shareholder, director, officer, employee or representative of such Party unless the reason for Closing having not occurred is (i) such Party’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1., the failure of such Party to perform its obligations under this Article III on such date; provided, however, that any termination pursuant to this Section 3.4 shall not relieve any Party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such Party’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1, the failure of such Party to perform its obligations under this Article III on such date.
Termination in Absence of Closing. If by the close of business on September 30, 1998 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; provided, however, that any termination pursuant to this Section 2.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.
Termination in Absence of Closing. (a) Subject to the provisions of Section 3.04(b), if by the close of --------------- business on April 5, 2003, the Closing has not occurred, then either SILVA BAY or Spectrum may thereafter terminate this Agreement after xxx business days by giving written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any stockholder, director, officer, employee or representative of such party unless the reason for the Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date ------------ scheduled for the Closing pursuant to Section 2.01, the failure of such party to ------------ perform its obligations under this Article IIIon such date; provided, however, ----------- ----------------- that the provisions of Sections 9.01 through 9.06 shall survive any such ----------------------------- termination; and provided further, however, that any termination pursuant to --------------------------- this Section 3.04 shall not relieve any party hereto who was responsible for ------------- Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VIIhave been satisfied or waived in writing by the date scheduled for ----------- the Closing pursuant to Section 2.01, the failure of such party to perform its ------------ obligations under this Article IIIon such date. ------------
Termination in Absence of Closing. (a) Subject to the provisions of Section 2.4(b), if by the close of business on June 30, 2004, the Closing has not occurred, then either the Seller or the Buyer may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representative of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth herein have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.1, the failure of such party to perform its obligations under this Section 2 on such date.
Termination in Absence of Closing. 6.4.1 This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Outside Closing Date:
Termination in Absence of Closing. If by the close of business on December 31, 1998 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is such party's willful breach of the provisions of this Agreement. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.
Termination in Absence of Closing. (a) If by the close of business on the Closing Date, the Closing has not occurred (except as may otherwise be extended), then any party may thereafter terminate this Agreement by written notice to the other parties hereto, without liability of or to any other party to this Agreement, unless the reason for closing having not occurred is (i) such party's breach of any of its obligations, representations, warranties or covenants or other provisions of this Agreement; or (ii) the failure of such party to perform its obligations hereunder; provided however, the defaulting party shall have twenty (20) days following written notice of any default within which to cure such default. In such event, the defaulting party shall be liable to all other parties for all Damages incurred by the non-defaulting parties, including but not limited to all expenses, costs and attorney fees incurred in due diligence, negotiation of this Agreement, the drafting of this Agreement and all Collateral Agreements and otherwise representing such non-defaulting parties.
Termination in Absence of Closing. If by the close of business on December 31, 1998 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect to the other parties hereto without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representative of such party unless the reason for the Closing having not occurred is such party's willful breach of the provisions of this Agreement; provided, however, that any termination pursuant to this Section 3.4 shall not relieve any party hereto who was responsible for the Closing having not occurred of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) the failure of such party to perform its obligations under this Article III on such date, if all of the conditions to such party's obligations set forth in Article VII (other than Section 7.1(c) hereof) have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1 hereof.
Termination in Absence of Closing. (a) If by the close of business on the Closing Date, the Closing has not occurred (except as may otherwise be extended), then Buyer or the Vendors may thereafter terminate this Agreement by written notice to the other parties hereto, without liability of the terminating party to any other party to this Agreement, unless the reason for closing having not occurred is (i) the terminating party or parties breach of any of its or their obligations, representations, warranties or covenants or other provisions of this Agreement; or (ii) the failure of the terminating party or parties to perform its or their obligations hereunder; provided, however, the defaulting parties shall have twenty (20) days following written notice of any default within which to cure such default. In such event, the defaulting party shall be liable to all other parties for specific performance and for all Damages incurred by the terminating party or parties, including but not limited to all expenses, costs and attorney fees incurred in due diligence, negotiation of this Agreement, the drafting of this Agreement and all Collateral Agreements by the terminating party or parties and otherwise representing such non-defaulting parties.
Termination in Absence of Closing. (a) If by the close of business on the Closing Date, the Closing has not occurred, then any party may thereafter terminate this Agreement by written notice to the other parties hereto, without liability of or to any other party to this Agreement, unless the reason for closing having not occurred is (i) such party's breach of any of its obligations, representations,
