Termination Prior to Closing Sample Clauses

Termination Prior to Closing. This Agreement may be terminated at any time prior to the Closing:
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Termination Prior to Closing a) If the Closing has not occurred by any date as mutually agreed upon by the parties (the "Termination Date"), any of the parties hereto may terminate this Agreement at any time thereafter by giving written notice of termination to the other parties; provided, however, that no party may terminate this Agreement if such party has willfully or materially breached any of the terms and conditions hereof. (b) Prior to the Termination Date either party to this Agreement may terminate this Agreement following the insolvency or bankruptcy of the other, or if any one or more of the conditions to Closing set forth in Article VI, Article VII or Article VIII shall become incapable of fulfillment and shall not have been waived by the party for whose benefit the condition was established, then either party may terminate this Agreement.
Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the parties hereto to consummate the Closing may be terminated and abandoned at any time at or before the Closing only as follows:
Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual written consent of Sellers and Buyer; (ii) on or prior to the Closing Date by Buyer, if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.
Termination Prior to Closing. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned:
Termination Prior to Closing. Either party (the "TERMINATING PARTY") may (but shall not be obligated to) terminate this Agreement prior to the Closing by giving written notice to the other party if any of the conditions to the Terminating Party's obligations provided for in SECTION 7 have not been satisfied as of the Closing (other than due to the Terminating Party's failure to comply with its obligations under this Agreement) and the Terminating Party has not expressly waived such condition in writing on or before the Closing.
Termination Prior to Closing. This Agreement may be terminated prior to the Closing as follows:
Termination Prior to Closing. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated, and the transactions contemplated by this Agreement abandoned, at any time prior to the Closing, upon notice by the terminating party to the other party as follows:
Termination Prior to Closing. This Agreement may be terminated and the transaction contemplated hereby may be abandoned at any time prior to the Closing:
Termination Prior to Closing. This Agreement and the transactions contemplated hereby may be terminated (i) at any time prior to the Closing by mutual agreement of all parties; (ii) by any party hereto if the Closing of this Agreement shall not have occurred on or before the Closing Date, unless such date is mutually extended by the written Agreement of all parties; (iii) by the Parent in the event of any material breach of the representations, warranties or covenants of the Company or the Shareholders; (iv) by the Company or the Shareholders in the event of any breach of the representations, warranties or covenants of the Parent; or (v) by the Parent or the Company or the Shareholders in the event of the other party's failure to provide the deliveries set forth in Article VIII.