By AWW Sample Clauses

By AWW. 30 9.4 Termination by AWW or Liquids. . . . . . . . . . . . . . . . 32 SECTION 10 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . 32 10.1 General Indemnity. . . . . . . . . . . . . . . . . . . . . . 32 10.2 Limitations on Indemnity . . . . . . . . . . . . . . . . . . 33
Sample 1
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By AWW. This Agreement may be terminated by AWW, if a material default shall be made by Liquids (which for these purposes shall be deemed to include Newco) in the observance of or in the due and timely performance by Liquids of any material agreements and covenants of Liquids herein contained, or if there shall have been a material breach by Liquids of any of the material warranties and representations of Liquids, or if the conditions of this Agreement to be complied with or performed by Liquids at or before Closing shall not have been complied with or performed on or before August 1, 1997, unless such noncompliance or nonperformance shall have been waived by AWW in writing. Notwithstanding the foregoing, if Liquids materially defaults in the observance of or in the due and timely performance of any of the material agreements and covenants herein contained or materially breaches any of the material warranties and representations herein contained, and if that material default is curable by Liquids, then Liquids may give notice the "Notice of Intent to Cure") to AWW, making express reference to this Section 9.3 and setting forth in detail the facts and circumstances of the material default or breach and further setting forth Liquids' intent to cure the same and describing how the material default or breach will be cured. Within seven (7) business days of this Notice of Intent to Cure by Liquids, AWW may give a response notice to Liquids (the "Response Notice") as to whether AWW consents to the proposed cure of the material default or breach by Liquids; provided however, that AWW shall not unreasonably withhold consent to cure. The failure by AWW to give a timely Response Notice shall be deemed to be a consent by AWW to the proposed cure. If consent to cure is granted by AWW, then Liquids shall have ten (10) days following the date of AWW's Response Notice (or if no Response Notice is given, then seventeen [17] days from the date of the Notice of Intent to Cure) to cause the material default or breach to be cured. For purposes of this Section 9.3, a material default in the observance of or in the due and timely performance of any of the material agreements and covenants herein contained is curable only if Liquids can cause such material agreements and covenants to be observed and performed, and so long as such cure will cause the material default to become immaterial. For purposes of Section 9.3, a material default of any of the material warranties and representation...
Sample 1

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