Buyer’s Termination. The Buyer shall have the right to terminate this Contract forthwith upon giving notice in the event that:
(i) the guarantor providing the Refund Guarantees on behalf of the Builder in accordance with Clause 14(b) (Guarantees – Builder’s Refund Guarantees) is deemed insolvent pursuant to Sub-clause (d) below, unless the Builder provides replacement Refund Guarantees acceptable to the Buyer within 30 days of the Buyer’s notice requiring replacement Refund Guarantees to be provided, during which period no further payments shall be made to the Builder by the Buyer and provided that notice of termination is given before acceptable replacement Refund Guarantees are received by the Buyer, or
(ii) the Builder fails to perform any work relating to the construction of the Vessel for a running period of at least the number of days stated in Box 22(i), excluding Permissible Delays, provided that thereafter the Buyer gives the Builder at least the number of days’ written notice stated in Box 22(ii) of its intention to terminate this Contract under this Clause and within that period the Builder fails to remedy its breach and provided further that the notice of termination is given before the Builder has remedied its breach; or
(iii) (1) the delivery of the Vessel is delayed by more than 180 days in aggregate by virtue of events that fall within Clause 34(a)(i) (Permissible Delays – Force Majeure events); or
Buyer’s Termination. Notwithstanding the above, if Buyer can provide reasonable evidence that the Property is subject to Material Adverse Environmental Conditions or Material Defects that, when totaled together would, or could reasonably be expected to, (i) cost more than ten percent (10%) of the Purchase Price to remedy or cure the condition or defect, or (ii) result in Losses in excess of ten percent (10%) of the Purchase Price, Buyer, in its sole discretion, may terminate this Agreement.
Buyer’s Termination. (a) Buyer may at any time for its convenience terminate this contract, in whole or in part, by written, facsimile, email, or verbal notice confirmed in writing if (i) the Seller fails to make delivery of goods or perform services within the time specified, or (Ii) the Seller fails to perform any other requirements of this contract and does not cure such failure or provide a plan for cure of such failure, acceptable to Buyer within ten (10) days after receipt of notice form the Buyer specifying such failure. If the Buyer so terminates all or any part of this contract, the Buyer may repurchase similar goods elsewhere and the Seller shall be liable to the Buyer for any excess cost. The Seller shall not, however, be liable for any such excess costs if the Seller's failure to perform arises out of any causes beyond reasonable control and without the fault or negligence of the Seller, provided that Seller shall give to Buyer prompt notice in writing when it appears that such causes will result in failure or delay in making deliveries under this contract, or any Buyer purchase order issues pursuant hereto. The Buyer shall also be excused for failure or delay in performance hereunder due to any cause beyond its reasonable control and without its fault or negligence. However, any price increases that may be imposed upon Seller by its vendors shall not excuse Seller's performance of its obligations to Buyer at the prices specified herein. If this contract is terminated for Buyer's convenience, any claim of Seller shall be settled on the basis of the reasonable costs it has incurred in the performance of this contract.
(b) The Buyer shall also have the right to immediately terminate this contract or any part thereof without further cost or liability to Buyer in the event of a filing of a voluntary or
Buyer’s Termination. (a) THIS AGREEMENT MAY BE TERMINATED BY THE BUYER PRIOR TO THE CLOSING IF (I) ANY OF THE CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATIONS SET FORTH IN SECTION 5.2 HAVE NOT BEEN SATISFIED OR WAIVED BY THE BUYER ON OR PRIOR TO THE CLOSING DATE OR (II) THERE IS A MATERIAL BREACH OR DEFAULT BY THE SELLER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO CAUSE THE SALE OF THE ASSET ON THE CLOSING DATE.
(b) UPON TERMINATION OF THIS AGREEMENT BY THE BUYER PURSUANT TO SUBSECTION 13.2(a), AS THE BUYER’S SOLE AND EXCLUSIVE REMEDY, THE ESCROW AGENT SHALL DISBURSE THE EXXXXXX MONEY TO THE BUYER, AND UPON SUCH DISBURSEMENT THE SELLER AND THE BUYER SHALL HAVE NO FURTHER OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THOSE WHICH EXPRESSLY SURVIVE SUCH TERMINATION.
(c) IF THE SELLER SHALL DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO CAUSE THE SALE OF THE ASSET ON THE CLOSING DATE, THE BUYER, AT ITS OPTION, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY (I) TERMINATE THIS AGREEMENT, DIRECT THE ESCROW AGENT TO DELIVER THE EXXXXXX MONEY TO THE BUYER AND RETAIN THE EXXXXXX MONEY, AT WHICH TIME THIS AGREEMENT SHALL BE TERMINATED AND OF NO FURTHER FORCE AND EFFECT EXCEPT FOR THE PROVISIONS WHICH EXPLICITLY SURVIVE SUCH TERMINATION, PROVIDED THAT IN THE EVENT THAT SELLER WILLFULLY FAILS TO TENDER THE DEED AND OTHER CLOSING DELIVERIES REQUIRED TO BE DELIVERED BY SELLER TO BUYER UNDER THIS AGREEMENT, BUYER SHALL BE ENTITLED TO RECOVER ALL OUT OF POCKET EXPENSES INCURRED BY BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING ALL INSPECTION, FINANCING AND RELATED COSTS INCURRED BY BUYER AND ALL REASONABLE ATTORNEY'S FEES AND EXPENSES) UP TO AN AMOUNT NOT TO EXCEED TWO MILLION DOLLARS ($2,000,000) OR (II) SPECIFICALLY ENFORCE THE TERMS AND CONDITIONS OF THIS AGREEMENT. . BUYER AND THE SELLER HEREBY ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND/OR EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE ACTUAL DAMAGE SUSTAINED BY THE BUYER AS A RESULT OF SUCH DEFAULT BY THE SELLER, AND AGREE THAT THE REMEDY SET FORTH IN CLAUSE (I) ABOVE IS A REASONABLE APPROXIMATION THEREOF. ACCORDINGLY, IN THE EVENT THAT THE SELLER BREACHES THIS AGREEMENT BY DEFAULTING IN THE COMPLETION OF THE SALE, AND THE BUYER ELECTS NOT TO EXERCISE THE REMEDY SET FORTH IN CLAUSE (II) ABOVE BUT INSTEAD ELECTS THE REMEDY SET FORTH IN CLAUSE (I) ABOVE, THE DELIVERY OF THE EXXXXXX MONEY TO THE BUYER SHALL CONSTITUTE AND BE DEEMED TO BE THE AGREED AND LIQUIDATED DAMAGES...
Buyer’s Termination. If there is a material breach or default by Seller in the performance of Seller’s obligations under this Agreement (including, but not limited to an attempt to terminate this Agreement that is not specifically authorized herein) which is not cured by Seller within a reasonable period (but not more than five (5) Business Days) after written notice of such breach or default from Buyer to Seller, then, Buyer, at its option and as its sole and exclusive remedy, may either (i) terminate this Agreement, direct Escrow Agent to deliver the Xxxxxxx Money to Buyer and retain the Xxxxxxx Money at which time this Agreement shall automatically terminate, and shall be deemed null and void and of no further force or effect, and neither party shall have any rights or obligations against or to the other except those which expressly survive such termination or (ii) specifically enforce the provisions of this Agreement provided such action seeking specific performance is initiated within ninety (90) days of the scheduled Closing Date. Buyer agrees to, and does hereby, waive all other remedies against Seller which Buyer might otherwise have at law or in equity by reason of such default by Seller.
Buyer’s Termination. If Buyer elects to terminate this Agreement in accordance with Sections 3.1.4, 3.1.5, 3.2, 4.5 or 4.6, then, on or before the Decision Date with respect to a termination pursuant to Sections 3.1.4 or 3.2., or on or before any applicable later date in connection with a termination pursuant to Sections 3.1.5, 4.5 or 4.6, Buyer shall give Seller and Escrow Holder written notice that Buyer elects to terminate this Agreement. Buyer's failure to timely provide such termination notice pursuant to said Sections shall constitute Buyer's waiver of Buyer's right to terminate this Agreement pursuant to said Sections. In the event Buyer timely elects to terminate this Agreement pursuant to this Section 3.3, Escrow Holder (or Seller, if the Deposit has previously been delivered to Seller) shall deliver the Deposit to Buyer and shall return to the depositor thereof any other materials previously placed in Escrow and remaining in Escrow; Buyer shall deliver to Seller all information, materials and data that Buyer and/or Buyer's Agents discover, obtain or generate in connection with or resulting from Buyer's investigation of the Property (including, without limitation, pursuant to Section 3.5); and neither party shall thereafter have any further rights or obligations under this Agreement unless expressly provided otherwise herein.
Buyer’s Termination. If Seller is unable to convey title to the Property, Buyer may, at Buyer's option, terminate this Contract by written notice forwarded to Seller prior to the Closing Date or delivered to Seller on the Closing Date or earlier date as specified in this Contract for such notice of termination. If Buyer elects to terminate this Contract pursuant to a right to do so expressly given to Buyer in this Contract, the Earnxxx Xxxey Deposit shall be promptly refunded to Buyer on written instruction to the Title Company signed only by Buyer, and neither party shall have any further obligation or liability to the other party hereunder. If the Earnxxx Xxxey Deposit is to be returned to Buyer in accordance with this Contract, Seller shall promptly, on written request from Buyer, execute and deliver such documents as may be required to cause the Title Company to return the Earnxxx Xxxey Deposit to Buyer.
Buyer’s Termination. This Agreement shall automatically terminate without further notice or action by Buyer upon the occurrence of any of the following events, provided that Buyer is not then in material breach of this Agreement: (a) any condition to Closing contained in Section 4.1 has not been satisfied or waived by Buyer by the Closing Date; or (b) Buyer having exercised its right to terminate this Agreement pursuant to Section 3.4 (disapproval of Due Diligence Investigation), Section 3.5 (disapproval of title) or Article 10 (damage or condemnation). In such event, the parties shall have no further obligation to each other except for those obligations that specifically survive the termination of this Agreement. If this Agreement terminates as a result of Seller’s material breach of this Agreement, Buyer shall have all remedies it may have hereunder or at law as a result of such occurrence, including the remedy of specific performance.
Buyer’s Termination. Buyer may terminate this Agreement if:
(i) any of the conditions set forth in Sections 6.1 or 6.2 shall become impossible to fulfill other than for reasons within the control of Buyer, and such conditions shall not have been waived under Section 6.2; or
(ii) Seller shall have: (A) failed to observe or perform in any material respect any of their covenants set forth in this Agreement that cannot be or has not been cured within 30 days of the giving of written notice to Seller of such failure or, (B) breached a representation or warranty contained in Article III or Article V hereof, and such breach cannot be or has not been cured within 30 days of the giving of written notice to Seller of such breach, and either the condition set forth in Section 6.2(a) or the condition set forth in Section 6.2(b)(iii) cannot be satisfied.
Buyer’s Termination. Buyer shall have the right to terminate this Agreement only in the event of a material default hereunder or under the SPC Agreement or under the 19th Hole Agreement by Seller or pursuant to Sections 2.1, 3.3.5, 3.4, 3.5 or 3.6
