Buyer Termination Right Sample Clauses

Buyer Termination Right. Prior to the expiration of the Due Diligence Deadline, if Buyer determines in Buyer’s sole and absolute discretion that the Property is not acceptable for any reason whatsoever (or for no reason), Buyer shall have the right to terminate this Agreement, in which event Buyer shall deliver to Seller and Escrow Holder a written notice that Buyer elects to terminate this Agreement. Buyer's failure to terminate the Agreement in writing prior to the expiration of the Due Diligence Deadline shall be deemed to constitute Buyer’s waiver of such right of termination. If this Agreement is terminated by written notice to Seller and Escrow Holder delivered prior to the expiration of the Due Diligence Deadline, then (a) the Initial Deposit and Additional Deposit (to the extent made (but not the Independent Consideration)) shall be returned to Buyer, (b) Buyer shall return to Seller (or certify to Seller the destruction of) any and all materials, data and other information relating to the Property given to Buyer by or on behalf of Seller, and (c) thereafter neither party shall have any further rights or obligations under this Agreement except for the Surviving Obligations. The provisions of this Section 4.2 shall survive the Closing and any termination of this Agreement. In the event Buyer terminates the Parallel Agreement in accordance with Section 4.2 of the Parallel Agreement, Buyer shall be deemed to have terminated this Agreement pursuant to this Section 4.2.
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Buyer Termination Right. If Seller so notifies or is deemed to have notified Buyer elected under Section 3.3.2 that Seller will not remove, insure over or cure any or all of the Title Objections, then Buyer has until the Inspection Period Termination Date to notify Seller whether it will (i) proceed with the purchase and acquire the Property subject to the Title Objections and without any reduction in the Purchase Price, in which case the Title Objections are deemed approved, or (ii) terminate this Agreement. Buyer's failure to give Seller such notice shall be deemed to be an election by Buyer under clause (i) above.
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Buyer Termination Right. If Seller so notifies or is deemed to have notified Buyer under Section 3.3.2 that Seller will not remove, insure over or cure any or all of the Title Objections, then Buyer shall have until the end of the Inspection Period or fifteen (15) days after disclosure of a New Title Matter, as applicable, to notify Seller whether it elects to (i) proceed with the purchase and acquire the Property subject to the Title Objections that Seller has not agreed to remove, insure over or cure and without any reduction in the Purchase Price, in which case those Title Objections shall be deemed approved (and shall be Permitted Exceptions), or (ii) terminate this Agreement, in which case the Deposit will be refunded to Buyer. Buyer’s failure to timely terminate this Agreement at the end of the Inspection Period pursuant to Section 4.5 or fifteen (15) days after disclosure of a New Title Matter, as applicable, shall be deemed to be an election by Buyer to proceed under clause (i) above.
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Buyer Termination Right. If Buyer is satisfied in its sole discretion with the results of its inspection of the Property, Buyer shall deliver written notice thereof to Seller at any time prior to the expiration of the Due Diligence Period, in which event this Agreement shall remain in full force and effect and the Closing shall occur in accordance with the terms contained herein. If Buyer fails to give such written notice prior to the expiration of the Due Diligence Period, then this Agreement shall terminate. Upon such termination, the Exxxxxx Money shall be immediately returned to Buyer, all due diligence and other materials provided to Buyer shall be destroyed or promptly returned to Seller without retention of any copies thereof, and the parties shall have no further obligations hereunder other than those obligations which expressly survive by their terms, and Buyer shall deliver to Seller a copy of all reports and studies prepared by third parties in connection with its due diligence activities provided that such materials will be provided without any representation or warranty as to the contents thereof and without any express or implied right to rely on such materials.
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Related to Buyer Termination Right

  • Buyer’s Termination Right If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.

  • Other Termination Rights This Agreement may be terminated at any time prior to the Closing by the applicable party if and to the extent permitted in Part V of Appendix B.

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Earlier Termination Your employment hereunder shall terminate prior to the Initial Term (or any renewal term, in the event of renewal) on the following terms and conditions:

  • Additional Termination Rights In addition to any right to terminate this Agreement under the provisions of this Section 16, either party shall have the further right to terminate this Agreement, upon delivery of written notice to the Agent, upon the occurrence of any of the following:

  • Term; Termination; Rights on Termination The term of this Agreement shall begin on the date hereof and continue for three (3) years, and, unless terminated sooner as herein provided, shall continue thereafter on a year-to-year basis on the same terms and conditions contained herein in effect as of the time of renewal (such initial three year period and any extensions thereof being referred to herein as the "Term"). This Agreement and Employee's employment may be terminated in any one of the following ways:

  • Termination Rights This Agreement may be terminated at any time prior to the Closing:

  • Termination; Rights on Termination Employee's employment may be ---------------------------------- terminated in any one of the followings ways, prior to the expiration of the Term:

  • Waiver; Termination No failure on the part of the Parent to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Parent in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Parent shall not be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. If the Merger Agreement is terminated, this Agreement shall thereupon terminate.

  • Early Termination Right Tenant shall have the right, subject to the provisions of this Section 39, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect.

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