Buyer’s Right of Termination. Buyer’s orders for non-standard Products are non- cancelable and non-returnable after Buyer places its purchase order with Seller. Buyer may terminate any other purchase order in whole or in part only upon fifteen (15) days advance written notice to Seller. Seller shall thereupon, as directed, cease work and transfer to Buyer title to all completed and partially completed Products and to any raw materials or supplies acquired by Seller especially for the purpose of performing the Agreement, and Buyer shall pay to Seller the sum of the following: (a) the contract price for all Products which have been completed prior to termination; (b) the cost to Seller of the material or work in process as shown on the books of Seller in accordance with the accounting practice consistently maintained by Seller plus a reasonable profit thereon, but in no event more than the contract price; (c) the cost F.O.B. Seller’s plant of materials and supplies acquired especially for the purpose of performing this contract; and (d) reasonable cancellation charges, if any, paid by Seller on account of any commitment(s) made hereunder. The provisions of this paragraph shall be without prejudice to the rights of either party for failure on the part of the other party to comply with the provisions of the Agreement.
Buyer’s Right of Termination. In addition to the right of termination provided in Section 4.4(c), Buyer shall have the right to terminate this Agreement unless Buyer in its sole and absolute discretion is satisfied as to all matters related to each Hotel and bearing upon the suitability of each Hotel for Buyer’s purposes, and Buyer shall be conclusively deemed to have exercised such right of termination unless by 5:00 p.m., Pacific Time, on the Approval Date Buyer has given Sellers and Escrow Agent notice acknowledging its satisfaction. Upon giving such timely notice, Buyer shall have no further right to terminate this Agreement under this Section 4.7, but such notice shall not affect Buyer’s right to terminate under any other provision of this Agreement (including, without limitation, Section 4.4(c), if applicable). To the extent that Buyer’s right of termination under this Section 4.7 or under any other provision of this Agreement is deemed to make this Agreement an option contract, Sellers agree and acknowledge that Buyer’s undertaking the due diligence investigation of the Hotels and agreement in Section 17.2 to deliver to Sellers copies of all third-party reports concerning the Hotels obtained by Buyer in the event Buyer terminates this Agreement, constitutes adequate consideration for such option.
Buyer’s Right of Termination. Buyer shall have the right to terminate this Agreement, for any or no reason whatsoever, by giving Seller written notice (“Termination Notice”) at any time prior to 5:00 p.m. Eastern Standard Time on the date which is twenty (20) days after the Effective Date, which period is referred to as the “Inspection Period”. Upon giving the Termination Notice, this Agreement shall immediately terminate (except for the indemnity obligations of Buyer to Seller under this Agreement which shall survive termination of this Agreement) and the Deposit shall be returned to Buyer, as Buyer’s sole and exclusive remedy as a result of giving the Termination Notice. If Buyer fails to timely deliver the Termination Notice prior to the expiration of the Inspection Period, the Deposit shall be non-refundable (except as otherwise provided in this Agreement) and such failure by Buyer shall be deemed a waiver of Buyer’s right to terminate this Agreement under this Paragraph 19 or by reason of the physical condition of the Premises or any other matter whatsoever relating to the Premises (except as otherwise provided in this Agreement) and shall constitute Buyer’s unconditional obligation to close the transactions contemplated hereby (except as otherwise provided in this Agreement) in accordance with and subject to the terms and conditions of this Agreement.
Buyer’s Right of Termination. Buyer shall have the right and option to terminate this contract immediately upon the happening of any of the following:
a. Upon breach by Seller of any representation or warranty made by Seller herein.
b. Upon Sellers ceasing, prior to closing, operations of its business in the normal course and as a going concern.
c. Upon the failure of Seller to satisfy any condition precedent to Buyers obligation to close hereunder set forth in this agreement In the event Buyer shall elect to terminate this agreement pursuant to the option to terminate contained in this Paragraph 9, upon written notice of such election by Buyer to Seller, this contract shall be deemed terminated.
Buyer’s Right of Termination. In addition to the right of termination provided in Section 4.4, Buyer shall have the right, in its sole discretion, to notify Seller of its satisfaction with its tests, studies and investigations of the Hotel and the Hotel Records on or before 11:59 pm Pacific time on the Approval Date, failing of which notice, this Agreement shall terminate, the Initial Deposit shall be returned to Buyer and neither party shall have any further liability or obligations hereunder other than any such liability and obligations which are expressly provided herein to survive such termination. Buyer hereby acknowledges that with respect to this Section 4.8, time is of the essence, and failure to notify Seller on a timely basis shall constitute an automatic termination of this Agreement.
Buyer’s Right of Termination. In addition to the right of termination provided in Section 4.4, Buyer shall have the right, in its sole discretion and for any reason whatsoever, to terminate this Agreement. Buyer shall be conclusively deemed to have elected to terminate this Agreement unless, by 5:00 p.m., Pacific Time, on the Approval Date, Buyer has given Seller and Escrow Agent written notice of its election to proceed with the purchase of the Hotel under this Agreement; but, if Buyer gives such notice by such time, then Buyer's right of termination under this Section 4.9 shall be forever waived.
Buyer’s Right of Termination. If Buyer determines that it is ---------------------------- not satisfied with the Properties and all matters relating thereto as a result of Buyer's inspection, Buyer shall have the right to terminate this Agreement, for any reason whatsoever, by giving Seller written notice (the "Termination Notice") at any time prior to 2:00 p.m. Eastern Standard Time on March 29, 2002. The period from the date hereof to 2:00 p.m. Eastern Standard Time on March 29, 2002, is referred to herein as the "Inspection Period". Upon giving the Termination Notice, this Agreement shall immediately terminate (except for the indemnity obligations of Buyer to Seller under this Agreement in Section 2.1 ----------- which shall survive termination of this Agreement and the indemnity obligations of the Parties under Section 8.2 which shall survive the termination of this Agreement) and the Deposit shall be returned to Buyer, as Buyer's sole and exclusive remedy. Except as may otherwise be expressly provided in this Agreement, Buyer shall be deemed to have consented to every fact, item and condition relating to the Properties if a Termination Notice is not delivered by Buyer prior to the expiration of the Inspection Period. Buyer's failure to deliver the Termination Notice prior to the expiration of the Inspection Period shall be deemed a waiver of Buyer's right to terminate this Agreement under this Section 2.3 or by reason of the physical condition of the Properties or any other matter whatsoever relating to the Properties.
Buyer’s Right of Termination. If Buyer determines that it is not satisfied with the Premises and all matters relating thereto as a result of Buyer's inspection, Buyer shall have the right to terminate this Agreement, for any reason or no reason whatsoever ("Termination Notice") at any time prior to 5:00 p.m. Eastern Standard Time on March 31, 2005 (the "Outside Termination Date"). The period from the date hereof to 5:00 p.m. Eastern Standard Time on the Outside Termination Date is hereinafter referred to as the "Inspection Period". Upon giving the Termination Notice, this Agreement shall immediately terminate (except for the indemnity obligations of Buyer to Seller under this Agreement which shall survive termination of this Agreement, and any other terms of this Agreement which survive such termination) and the Deposit shall be returned to Buyer, as Buyer's sole and exclusive remedy. Except as may otherwise be expressly provided in this Agreement, Buyer shall be deemed to have consented to every fact, item and condition relating to the Property (including, without limitation, all encumbrances and other title exceptions contained in the Title Commitment and all matters set forth in or illustrated by the Survey Plan) if a Termination Notice is not delivered by Buyer prior to the expiration of the Inspection Period. Buyer's failure to deliver the Termination Notice prior to the expiration of the Inspection Period shall be deemed a waiver of Buyer's right to terminate this Agreement under this Paragraph 20 or by reason of the physical condition of the Premises or any other matter whatsoever relating to the Premises and shall constitute Buyer's unconditional obligation to deposit the Second Deposit with Escrowee in accordance with Paragraph 3 hereof and, in such event, failure to timely make the Second Deposit shall constitute a default by Buyer hereunder.
Buyer’s Right of Termination. In addition to the right of termination provided in Section 4.4, Buyer shall have the right, in its sole discretion, to terminate this Agreement unless Buyer is satisfied as to all matters related to the Hotel and bearing upon the suitability of the Hotel for Buyer’s purposes; but Buyer shall be conclusively deemed to have waived such right unless by 5:00 p.m., Eastern Time, on the Approval Date Buyer has given Seller and Escrow Agent written notice of termination of this Agreement.
Buyer’s Right of Termination. The Buyer will have the right to cancel this Agreement by giving notice in writing to the Seller within fourteen (14) days from the date that a copy of this offer signed by the Seller is delivered to the Buyer. If the Buyer exercises this right of termination, the Deposit (or the portion of the Deposit paid under the terms of the Agreement) will be repaid to the Buyer in accordance with subsection 1(a) and the Seller shall have no further liability to the Buyer whatsoever.
