Common use of Termination Prior to Closing Clause in Contracts

Termination Prior to Closing. (a) If the Closing has not occurred by February 10, 1997, either the Company or the Xxxxxxx Representative may terminate this Agreement at any time thereafter by giving written notice of termination to the other; provided, however, that no Party may terminate this Agreement if such Party has willfully or materially breached any of the terms and conditions hereof.

Appears in 1 contract

Samples: Settlement Agreement (Graff Pay Per View Inc /De/)

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Termination Prior to Closing. (a) If the Closing has not occurred by February 10November 30, 19972013, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER and conditions hereofMONAR.

Appears in 1 contract

Samples: Stock Exchange Agreement (Monar International Inc.)

Termination Prior to Closing. (a) If the Closing has not occurred by February 10December 30, 19972005, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Acquisition. Notwithstanding the above, such deadline may be extended one or more times by mutual written consent of Sellers, Little Sheep and conditions hereof.MediaG3;

Appears in 1 contract

Samples: Stock Purchase Agreement and Plan of Reorganization (MediaG3, Inc)

Termination Prior to Closing. (a) If the Closing has not occurred by February 10September 30, 19972006, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Sellers and conditions hereofProcera.

Appears in 1 contract

Samples: Stock Exchange Agreement (Procera Networks Inc)

Termination Prior to Closing. (a) If the Closing has not occurred by February 1021, 19972011, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLERS, ADGLLC, WFSI and conditions hereof.the PRINCIPAL WFSI STOCKHOLDER;

Appears in 1 contract

Samples: Merger Agreement (Wellstone Filter Sciences Inc /De/)

Termination Prior to Closing. (a) If the Closing has not occurred by February 10March 31, 19972004, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER, LAIZHOU, ARBOR and conditions hereof.the PRINCIPAL ARBOR SHAREHOLDER;

Appears in 1 contract

Samples: Stock Exchange Agreement and Plan of Reorganization (Arbor Inc)

Termination Prior to Closing. (a) If the Closing has not occurred by February 10December 31, 19972010, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER and conditions hereofVMII.

Appears in 1 contract

Samples: Stock Exchange Agreement (Virtual Medical International, Inc.)

Termination Prior to Closing. (a) If the Closing has not occurred by February 10May 31, 19972014, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLERS and conditions hereofNSLI.

Appears in 1 contract

Samples: Stock Exchange Agreement (Net Savings Link, Inc.)

Termination Prior to Closing. (a) If the Closing has not occurred by February 10December 31, 1997, either any of the Company or the Xxxxxxx Representative parties hereto may terminate this Agreement at any time thereafter by giving written notice of termination to the otherother parties; provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any of the terms and conditions hereof.

Appears in 1 contract

Samples: Thrucomm Inc

Termination Prior to Closing. (a) If the Closing has not occurred by February 10September 30, 19972012, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLERS and conditions hereofKOKO.

Appears in 1 contract

Samples: Exchange Agreement (Koko Ltd.)

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Termination Prior to Closing. (a) If the Closing has not occurred by February 10October 31, 19972016, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER and conditions hereofLIBE.

Appears in 1 contract

Samples: Stock Exchange Agreement (Liberated Energy, Inc.)

Termination Prior to Closing. (a) If the Closing has not occurred by February 10December 30, 19972005, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Acquisition. Notwithstanding the above, such deadline may be extended one or more times by mutual written consent of Sellers, Oriental Media and conditions hereof.MediaG3;

Appears in 1 contract

Samples: Stock Purchase Agreement and Plan of Reorganization (MediaG3, Inc)

Termination Prior to Closing. (a) If the Closing has not occurred by February 10May 31, 19972001, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Seller, WWDI and conditions hereof.GRC;

Appears in 1 contract

Samples: Stock Exchange Agreement and Plan of Reorganization (Gallagher Research Corp)

Termination Prior to Closing. (a) If the Closing has not occurred by February 10December 31, 19972009, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLER, ROPHE, and conditions hereof.DTI ;

Appears in 1 contract

Samples: Agreement Agreement (Diamond Technologies Inc.)

Termination Prior to Closing. (a) If the Closing has not occurred by February 10September 15, 19972009, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of MBT SHAREHOLDERS, MBT, and conditions hereof.ESI;

Appears in 1 contract

Samples: Stock Exchange Agreement (Ecolocap Solutions Inc.)

Termination Prior to Closing. (a) If the Closing has not occurred by February 10July 31, 19972011, either the Company or the Xxxxxxx Representative any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other; , provided, however, that no Party party may terminate this Agreement if such Party party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the terms Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SELLERS and conditions hereofMONAR.

Appears in 1 contract

Samples: Stock Exchange Agreement (Monar International Inc.)

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