Common use of Buyer’s Termination Clause in Contracts

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. Provided Buyer is not then in material breach of this Agreement, Buyer shall have the option to terminate this Agreement if Seller is in material breach of its obligations under this Agreement as of the Closing Date. Notwithstanding anything to the contrary contained herein, except for Seller's obligation to deliver the documents necessary to close the Escrow for the Property, as provided in Section 7.2 above, which shall be performed as required pursuant thereto, Seller shall not be in default under this Agreement prior to the Closing Date unless Seller’s failure to perform its obligations hereunder remains uncured for a period of thirty (30) days after Seller's receipt of written notice from Buyer of such default (except that in the event Seller commences to cure such default within such thirty (30) day period and diligently proceeds to cure such default thereafter, Seller shall not be in default hereunder so long as Seller is proceeding diligently to effect such cure and such cure is effected within ninety (90) days of the notice of default). In the event of Seller's default prior to the Closing Date, after the expiration of any notice and cure period specified above, Buyer’s sole and exclusive remedy, at law or in equity, shall be either: (a) Buyer may at any time for its convenience terminate this contractAgreement by giving written notice of termination to Seller whereupon the Title Company will return the Deposit to Buyer, Seller shall reimburse Buyer for the reasonable documented costs of its Due Diligence Investigation, and attorneys’ fees incurred in whole the transaction, and both Buyer and Seller will be relieved of any further obligations or in partliabilities hereunder, 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, except for any indemnity and confidentiality obligations set forth herein or (Iib) in the alternative, xxx Seller fails to perform any other requirements for specific performance of Seller's obligations under 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 notAgreement; provided, however, be liable that in the event Buyer elects to xxx Seller for any such excess costs if the specific performance of Seller's failure to perform arises out of any causes beyond reasonable control and without obligations under this Agreement, such action shall be commenced within sixty (60) days following the fault or negligence expiration of the cure period specified above without Seller having effected such cure and, in the event such action for specific performance is not commenced within such sixty (60) day period, Buyer shall be deemed to have waived any and all rights it may have to xxx Seller for specific performance of Seller's obligations under this Agreement. Notwithstanding the foregoing, nothing contained in this Section will affect Buyer’s rights to recover attorneys’ fees and expenses in accordance with Section 10.7 of this Agreement or Buyer’s rights and remedies under Section 10.11. Except as specifically set forth in this Section 8.1, Buyer specifically waives any right to pursue any other remedy at law or equity for such default of 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 contractincluding, 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. Howeverlimitation, any price increases that may be imposed upon Seller by its vendors shall not excuse Seller's performance of its obligations right to Buyer at the prices specified herein. If this contract is terminated for Buyer's convenienceseek, claim or obtain damages, punitive damages or consequential damages, including, without limitation, any claim of Seller shall be settled on the basis of the reasonable costs it has incurred in the performance of this contractfor lost profits or attorneys' fees or costs. (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) If Buyer elects to terminate this Agreement on or before the Decision Date, which Buyer may at do in its sole and absolute discretion, or on or before any time for its convenience applicable later date in connection with a termination pursuant to Sections 4.6 or 4.7, Buyer shall give Seller and Escrow Holder written notice that Buyer elects to 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 failureAgreement. 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 SellerBuyer's failure to perform arises out of provide such termination notice pursuant to Sections 3.1or 3.2 on or before the Decision Date, or Buyer's failure to timely provide a termination notice pursuant to Sections 4.6 or 4.7, shall constitute Buyer's election to terminate this Agreement. In the event Buyer elects (or is 35 deemed to have elected) to terminate this Agreement pursuant to this Section 3.4, Escrow Holder shall deliver the Deposit to Buyer and shall return to the depositor thereof any causes beyond reasonable control other materials previously placed in Escrow and without the fault remaining in Escrow; Buyer shall deliver to Seller all information, materials and data that Buyer and/or Buyer's Agents discover, obtain or negligence generate in connection with or resulting from Buyer's investigation of the SellerProperty (including, without limitation, pursuant to Section 3.7); and neither party shall thereafter have any further rights or obligations under this Agreement unless expressly provided otherwise herein. In the event Buyer desires to continue this Agreement after the Decision Date, Buyer shall, on or before the Decision Date, deliver written notice to Seller and Escrow Holder that Buyer shall purchase the Property pursuant to the terms hereof; in the event such notice contains conditions on Buyer's obligation to purchase the Property that are in addition to the conditions set forth herein, 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 Agreement by written notice thereof without further cost or liability to Buyer, in which case Escrow Holder 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 event of a filing of a voluntary orProperty (including, without limitation, pursuant to Section 3.7); and neither party shall thereafter have any further rights or obligations under this Agreement unless expressly provided otherwise herein.

Buyer’s Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to Closing by Buyers, upon written notice to Sellers, (a) if Closing has not occurred on or before September 30, 2004, so long as the failure to close is not due to a material breach of this Agreement by Buyers; (b) so long as Buyers are not then in material breach of any of its representations, warranties or covenants contained in this Agreement, if Sellers are in material breach of any of their representations, warranties or covenants contained in this Agreement and such breach shall be incapable of being cured, or if capable of being cured, shall not have been cured within 30 calendar days following delivery to Sellers of written notice of such breach (specifying in reasonable detail the claimed breach and demand of its cure or satisfaction); (c) if Buyers are the Prevailing Bidder, (i) prior to conclusion of the Sales Hearing if the Sales Hearing has not concluded by (A) the date that is 90 calendar days after the date of this Agreement or (B) such later date as is agreed to in writing by the parties to this Agreement, or (ii) prior to entry of the Sales Order if the Sales Order has not been entered by (A) the date that is ten business days after the date on which the Sales Hearing concludes or (B) such later date as is agreed to in writing by the parties to this Agreement; (d) if termination is directed pursuant to an order of the Bankruptcy Court; (e) if on or prior to the Pre-Hearing Termination Date, (i) Gramercy Buyer may at any time for its convenience terminate has not obtained the BFPP Letter, (ii) KJBC Buyer shall not have obtained GOJ Approval, or (iii) Gramercy Buyer has not agreed with the USWA regarding a New Labor Agreement (or such agreement has not been ratified by the Gramercy Represented Employees); provided, that in the case of clause (e)(i) of this contractsentence, the Buyers must exercise their right of termination no later than the second business day following the Pre-Hearing Termination Date or it shall be irrevocably waived and, in whole the case of clauses (e)(ii) and (iii), respectively, the Buyers may no longer exercise their rights of termination after GOJ Approval has been obtained and a New Labor Agreement has been agreed to (and ratified by the Gramercy Represented Employees), respectively; (f) prior to the earlier of (i) receipt by Buyers of written evidence, in form and substance reasonably satisfactory to Buyers, that Kaiser has agreed with the USWA regarding a Gramercy Exit Agreement and (ii) waiver by Sellers of their right to terminate pursuant to clause (g) of Section 10.1.2, if, on or prior to the Pre-Hearing Termination Date, Kaiser has not agreed with the USWA regarding a Gramercy Exit Agreement and Buyers have not received evidence thereof in partform and substance reasonably satisfactory to Buyers (provided that Buyers have given written notice to Sellers of their intention to terminate pursuant to this clause (f) at least three business days in advance of such termination); (g) prior to the earlier of (i) receipt by Buyers of written evidence, in form and substance reasonably satisfactory to Buyers, that Sellers have obtained the GOJ Release and (ii) waiver by writtenSellers of their right to terminate pursuant to clause (h) of Section 10.1.2, facsimileif, emailon or prior to the Pre-Hearing Termination Date, or verbal Sellers have not obtained the GOJ Release and Buyers have not received evidence thereof in form and substance reasonably satisfactory to Buyers (provided that Buyers have given written notice confirmed to Sellers of their intention to terminate pursuant to this clause (g) at least three business days in writing advance of such termination); (h) if in accordance with the Bidding and Auction Procedures (i) a Qualified Bidder submits the Prevailing Bid, (ii) at the Auction, Buyers make Election A, and (iii) the Bankruptcy Court enters an order approving the sale contemplated by the Prevailing Bid; or (i) if (i) in accordance with the Seller fails to make delivery of goods or perform services within Bidding and Auction Procedures (A) a Qualified Bidder submits the time specifiedPrevailing Bid, or (IiB) at the Auction, Buyers makes Election B, and (C) the Seller fails to perform any other requirements of this contract Bankruptcy Court enters an order approving the sale contemplated by the Prevailing Bid and does (ii) Closing has not cure such failure occurred on or provide a plan for cure of such failure, acceptable to Buyer within ten (10) before the date that is 30 calendar 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 entry 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 Bankruptcy Court 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 approving the sale contemplated 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 contractPrevailing Bid. (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