Buyer Termination. This Agreement may be terminated by Buyer at any time prior to the Closing, if (a) Seller or the Selling Subsidiary shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform (i) would result in the failure of the conditions set forth in Section 5.02(a) or 5.02(b) and (ii) is not capable of being cured by Seller or the Selling Subsidiary by the Outside Date or, if capable of being cured, shall not have been cured by Seller or the Selling Subsidiary on or before the earlier of (x) the Outside Date and (y) the date that is thirty (30) calendar days following Buyer’s delivery of written notice to Seller of such breach or failure to perform; (b) if any of the conditions set forth in Section 5.01 shall have become incapable of fulfillment; or (c) if the Closing shall not have occurred on or before the Outside Date; provided, however, that Buyer may only terminate this Agreement pursuant to (A) the preceding clause (a) if, at the time of termination, Buyer is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Buyer’s material breach of any of its representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicable.
Buyer Termination. Buyer may terminate any Purchase Order placed hereunder, in whole or in part, at any time for its sole convenience by giving written notice of termination to Seller. Upon Seller's receipt of such notice, Seller shall, unless otherwise specified in such notice, immediately stop all work following any process step already in process hereunder, give prompt written notice to and cause all of its vendors or subcontractors to cease all related work and, at the request of Buyer, return any materials provided to Seller by Buyer.
Buyer Termination. If the Seller cannot deliver a good and marketable title, this provision gives the Buyer the option to accept the title that the Seller can deliver (without a change in the sale price), or to terminate the Agreement. Rather than waiting for receipt of the title abstract to determine what liens or encumbrances may exist, the Seller can be encouraged to provide this information when the listing is obtained or at the time the Agreement is signed. If the Buyer terminates the Agreement because the Seller is unable to convey an acceptable title, any deposit monies are returned to the Buyer and certain pre-paid costs - including costs for inspections conducted under the terms of the Agreement - are reimbursed to the Buyer. This should be an incentive for the Seller to disclose all relevant information at the beginning of the transaction. Oil, gas and mineral rights impact several real estate markets across Pennsylvania. The default language states that the Seller has no knowledge of the status of oil, gas, and mineral rights for the Property. This is the default because, in many cases, it is unlikely that the Seller will have actual knowledge of the chain of title issues as they relate to oil, gas and mineral rights. If the Seller knows he does not own all oil, gas and mineral rights, the box should be checked. While checking the box is helpful because it provides the Buyer with the information that the entire bundle of rights will not be conveyed, it does not tell the full story. It might leave the Buyer asking, “Well, if the Seller doesn’t own all of the oil, gas and mineral rights to the property, which ones do they own? And which ones do I get in the transaction?” The PAR Oil, Gas and Mineral Rights Addendum to Agreement of Sale (PAR Form OGM) allows the Seller to provide some of this information and encourage the Buyer to conduct an inspection of title issues relating to oil, gas and mineral rights. Use the check box to indicate that Form OGM is attached to the Agreement if the Seller does not own all oil, gas and mineral rights for the Property.
Buyer Termination. In the event of any termination of this Agreement because of any default by SELLER, then the Deposit made under this Agreement shall be forthwith refunded in accordance with the Agreement and BUYER shall be entitled to pursue all remedies available to it in law and in equity, including without limitation specific performance if the transactions contemplated under the Xxxx Purchase Agreement have been consummated. The exercise of one or more of such rights or remedies shall not impair BUYER’s right to exercise any other rights or remedy.
Buyer Termination. The Buyer may terminate this Agreement as follows:
(a) on or prior to 6.00 p.m. (New York time) on 20 December 2013, the Buyer provides written notice to the Seller that the Buyer has not secured financing for the Aircraft in form and substance acceptable to it;
(b) the Buyer provides written notice to the Seller at any time prior to Delivery following the occurrence of any of the following:
(i) on or before Delivery, the Aircraft suffers damage requiring repairs costing in excess of [*] which is not rectified on or prior to the Final Delivery Date to the Buyer’s reasonable satisfaction; or
(ii) the Seller breaches any of its obligations, covenants, representations or warranties under this Agreement or any other Transaction Document (unless occasioned by an act or omission on the part of the Buyer or the Buyer Guarantor) and the same has not been cured to the satisfaction of the Buyer within five Business Days after the date on which the Buyer notifies the Seller in writing of such failure (it being understood that this Agreement may not be terminated pursuant to this clause if such breach is cured during such five Business Day period).
Buyer Termination. Buyer may terminate this Agreement at any time by delivery of written notice of its intent to terminate to Seller Parties.
Buyer Termination. Buyer may terminate this contract with a written Notice of Short Sale Termination to Seller at any time before receipt of a short sale Agreement Notice from Seller. The Buyer shall be entitled to the return of all xxxxxxx money deposited with Buyer’s Broker.
Buyer Termination. This Agreement may be terminated by Buyer by written notice delivered to Seller: (a) at any time prior to the Principal Closing, if (i) Seller shall have failed to comply with any of Seller’s covenants or agreements contained in this Agreement or (ii) any one or more of the representations or warranties of Seller contained in this Agreement shall prove to have been inaccurate when made and, in the case of clauses (i) and (ii), such failure or inaccuracy shall have resulted in a failure of a condition set forth in Section 5.01(a) or 5.01(b), and Buyer shall have given Seller a reasonable opportunity to cure any such failure or inaccuracy before the Principal Closing; (b) if the Principal Closing shall not have occurred on or before the Outside Date; (c) if the J&J/Synthes Merger Agreement shall have been terminated pursuant to the terms thereof; or (d) if the FTC or the EC (or, in either case, the staff thereof) shall have determined that (i) Buyer is not an acceptable purchaser or (ii) this Agreement is otherwise not an adequate anti-trust remedy with respect to the transactions contemplated by the J&J/Synthes Merger Agreement; provided, however, that Buyer may only terminate this Agreement if at the time of termination Buyer is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Buyer Termination. This Agreement, or any Services hereunder, may be terminated by Buyer at any time upon thirty (30) days prior written notice to UCB.
Buyer Termination. Buyer shall have the right at any time prior to the end of the Inspection Period to terminate this Agreement, for any reason or no reason at all, upon written notice to Seller, in which event:
(a) this Agreement shall terminate and be of no further force or effect;
(b) the Deposit shall be returned to Buyer; and
(c) except as otherwise provided in this Agreement, neither party shall have any further liability or obligation hereunder.
