By Buyer or Seller. By Buyer or Seller (if such party has not breached in any material respect the terms, covenants or agreements set forth in this Agreement) by written notice to the other party, after the occurrence of one of the following events of a Bankruptcy with respect to the other party:
(i) the filing of an application by the party for, or a consent to the appointment of, a trustee or receiver of its assets;
(ii) the filing by the party of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing its inability to pay its debts as they come due;
(iii) the making by the party of a general assignment for the benefit of its creditors;
(iv) the filing by the party of an answer admitting the material allegations of, or its consenting to, or defaulting in answering, a bankruptcy petition filed against it in any bankruptcy proceeding; or
(v) the entry by any court of competent jurisdiction of an order for relief of the party under Xxxxxxx 0 xx 00 xx Xxxxxx Xxxxxx Code, the entry of any order, judgment or decree having a similar effect under any other applicable law or the entry of any order, judgment or decree appointing a trustee or receiver of the assets of the party, and any such order, judgment or decree continuing unstayed and in effect for a period of 30 days after the entry;
By Buyer or Seller. By either Buyer or Seller:
(i) if the transactions contemplated by this Agreement shall not have been consummated on or before January 31, 2004; provided that the failure of the transactions to be consummated by such date is not caused by any breach of this Agreement by the party seeking such termination;
(ii) if a court of competent jurisdiction or other governmental or regulatory authority shall have issued an order, decree or ruling or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; or
(iii) if any statute, rule or regulation is enacted, promulgated or deemed applicable to the transactions contemplated by this Agreement by any competent governmental or regulatory authority which makes the consummation of the transactions illegal.
By Buyer or Seller. Buyer shall bear and pay all escrow fees and expenses associated with the escrow arrangement described in this Section 2.3.
By Buyer or Seller. Parties if there shall have been a breach of any of the covenants or agreements set forth in this Agreement on the part of the other, and this breach is not cured within 10 Business Days after the breaching party or parties receive written notice of the breach from the other party.
By Buyer or Seller. (1) If there shall be any actual or threatened action or proceeding by or before any court or any other governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of Sack Lunch Production Inc.’s Board of Directors or Buyer or Seller and made in good faith and based upon the advice of legal counsel, makes it inadvisable to proceed with the transactions contemplated by this Agreement; or
(2) If the Closing shall have not occurred prior to March 30, 2018, or such later date as shall have been approved by parties hereto, other than for reasons set forth herein.
By Buyer or Seller if (i) there shall be a final non-appealable order of a court of competent jurisdiction in effect preventing consummation of the Closing or the transactions contemplated herein, or (ii) there shall be any law, rule, regulation or order enacted or issued by any governmental body that would make consummation of the Closing illegal;
By Buyer or Seller. (i) if a Governmental Authority issues an order, decree or ruling or takes any other action, in each case permanently restraining, enjoining or otherwise prohibiting the Closing, and that order, decree, ruling or other action becomes final and non-appealable, or
(ii) if (A) the Closing does not occur on or before May 31, 2002, and (B) the party wishing to terminate this Agreement pursuant to this Section 10.1(b)(ii) is not then in breach under this Agreement;
By Buyer or Seller if the Properties suffer a Casualty Loss or Casualty Losses after the Effective Date and prior to the Closing Date in the aggregate that exceed(s) 5% of the Purchase Price; and
By Buyer or Seller. (i) thirty days after the date on which any request or application for a Requisite Regulatory Approval shall have been denied, unless within the thirty-day period following such denial a petition for rehearing or an amended application has been filed with such governmental regulatory authority or agency, except that no party shall have the right to terminate this Agreement pursuant to this clause (i) if such denial shall be due to the failure of the party seeking to terminate this Agreement to perform or observe in any material respects the covenants and agreements of such party set forth herein; or (ii) if any governmental or regulatory authority or agency, or court of competent jurisdiction, shall have issued a final permanent order or injunction enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and the time for appeal or petition for reconsideration of such order or injunction shall have expired without such appeal or petition being granted or such order or injunction shall otherwise have become final and non-appealable; or
By Buyer or Seller. This Purchase Agreement may be terminated and the Transactions abandoned with respect to any Interest not transferred to Buyer prior to such termination by written notice from Buyer to Seller, or from Seller to Buyer, (i) in the event of a material breach by Seller or Buyer, respectively, of any representation, warranty, covenant or agreement contained in this Purchase Agreement which cannot be or is not cured within ten (10) Business Days after written notice of the breach is given to the party committing the breach, or (ii) if the Final Closing does not occur on or before the Final Closing Deadline. The right to terminate this Purchase Agreement under the foregoing clause (ii) shall not be available to a party if such party’s breach of this Purchase Agreement has been the cause of or resulted in the failure of the Final Closing to occur on or before the Final Closing Deadline. A failure to satisfy any of the conditions set forth in Paragraphs 8(c) and 9(c) shall not be deemed a “breach or failure to fulfill any obligation” by any party.
