Right of Termination Without Breach. This Agreement may be terminated without further liability of any party at any time prior to the Closing:
Right of Termination Without Breach. 9 9.2 Termination for Breach 9 ARTICLE X GENERAL PROVISIONS 10 10.1 Notices 10 10.2 Survival 10 10.3 Expenses 10 10.4 Complete Agreement 10 10.5 GOVERNING LAW 10 10.6 Severability 11 10.7 Section Headings; Construction 11 10.8 Further Assurances 11 10.9 Assignability and Parties in Interest 11 10.10 Counterparts 11 10.11 Amendment and Modification 12 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT, dated as of September 26, 2005 (this “Agreement”), is made and entered into by and among by and among Sun Northland, LLC (“Sun Northland”), First Generation LLC (“First Generation”), Xxxxx Fargo Foothill, Inc. (f/k/a Foothill Capital Corporation) (“Xxxxx Fargo”), Ableco Holding LLC (“Ableco”), ARK CLO 2000-1 Limited (“ARK CLO”), Xxxx Xxxxxxxxxxx (Sun Northland, First Generation, Xxxxx Fargo, Ableco, ARK CLO and Xxxx Xxxxxxxxxxx sometimes being referred to herein individually as a “Contributor” and collectively as the “Contributors”), and New Harvest, Inc., a Wisconsin corporation (“Company”).
Right of Termination Without Breach. This Agreement may be terminated prior to the Closing:
Right of Termination Without Breach. 18 12.2. Other Terminations . . . . . . . . . . . . . . . . 18
Right of Termination Without Breach. This Agreement may be terminated without further liability, subject to the right of Seller or Buyer, as the case may be, to receipt of Total Xxxxxxx Money pursuant to this Agreement and the Xxxxxxx Money Escrow Agreement, of any party at any time prior to the Closing:
Right of Termination Without Breach. 37 14.2. Termination for Breach. 38 14.2.(a) Termination by Buyer 38 14.2.(b) Termination by Seller 38 14.2.(c) Effect of Termination 38 14.3. Termination Without Breach. 38 15. MISCELLANEOUS 38 15.1. Disclosure Schedule 38 15.2. Further Assurance 39 15.3. Assignment; Parties in Interest. 39 15.3.(a) Assignment 39 15.3.(b) Parties in Interest 39 15.4. Law Governing Agreement 39 15.5. Amendment and Modification 39 15.6. Notice 39 15.7. Expenses 41 15.8. Entire Agreement 41 15.9. Counterparts 41 15.10. Headings 41 15.11. Glossary of Terms 41 Disclosure Schedule Schedule 1.1.(a) - Leased Real Property Schedule 1.1.(d) - Personal Property Leases Schedule 1.1.(f) Contracts Schedule 1.2 Excluded Assets Schedule 2.1.(d) - Assumed Product Liability Claims Schedule 3.1 Amount of Assumed Liabilities Schedule 3.4 - Purchase Price Allocation Schedule 3.8 - Election Amounts Schedule 4.1.(c) - Foreign Corporation Qualification Schedule 4.1(d) Subsidiaries Schedule 4.3 - Violation, Conflict, Default Schedule 4.4 - Financial Statements Schedule 4.5.(b) - Tax Returns (Exceptions to Representations) Schedule 4.6 - Accounts Receivable (Aged Schedule) Schedule 4.8 - Certain Changes Schedule 4.9 - Off-Balance Sheet Liabilities Schedule 4.10 - Litigation Matters Schedule 4.11(a) - Non-Compliance with Laws Schedule 4.11(b) - Licenses and Permits Schedule 4.11(c) - Environmental Matters (Exceptions to Representations) Schedule 4.12(a)(i) - Pre-Closing Liens Schedule 4.12(a) (ii) - Post-Closing Liens Schedule 4.13 - Insurance Schedule 4.14(c) - Purchase Commitments Schedule 4.14(d) Sales Commitments Schedule 4.14(e) Contracts for Services Schedule 4.14.(g) - Collective Bargaining Agreements Schedule 4.14.(h) - Loan Agreements, etc. Schedule 4.14.(i) - Guarantees Schedule 4.14(l) - Material Contracts Schedule 4.15 - Labor Matters Schedule 4.16(a) - Employee Plans/Agreements Schedule 4.17 - Employment Compensation Schedule 4.18 - Intellectual Property Schedule 4.19(a) - Major Customers Schedule 4.19(b) - Major Suppliers Schedule 4.19(c) - Dealers and Distributors Schedule 4.20 - Product Warranty, Warranty Expense and Liability Claims Schedule 4.22 - Brokers or Finders Schedule 7.3(b) - Consideration Attributable to Non-Competition Covenants Exhibits Exhibit A Form of Subordinated Note Exhibit B Form of General Security Agreement Exhibit C Form of Employment and Consulting Agreements Exhibit D [Intentionally Deleted] Exhibit E Form of Release Exhibit F Form of Transfer of Xxxx Agreem...
Right of Termination Without Breach. Subject to the provisions of Section 10.3, if applicable, this Agreement may be terminated without further liability of any party at any time prior to the Closing, except the return of the Deposit to Buyer:
Right of Termination Without Breach. 12 10.2 Termination Because of Higher Offer..............................12 10.3
Right of Termination Without Breach. This Agreement may be terminated without further liability of any party (except that Buyer may be entitled to return of the Good Faith Deposit) at any time prior to the Closing (i) by mutual written agreement of Buyer and Seller, or (ii) by either Buyer or Seller if the Closing shall not have occurred on or before September 30, 1999 (provided that such date shall be extended by the number of days that any Closing Statement Issue is pending in the Bankruptcy Court); provided the terminating party has not, through breach of a representation, warranty or covenant or through the failure to deliver closing documents required as a condition to the other parties' obligation to close, prevented the Closing from occurring on or before such date.
Right of Termination Without Breach. This Agreement may be terminated without further liability of any party at any time prior to the Closing by mutual written agreement of LMC and LMT.
