By Purchaser or Seller Sample Clauses

By Purchaser or Seller. This Agreement may be terminated and the transactions contemplated by it abandoned with respect to the Membership Interests and the Intercompany Loans by written notice from Purchaser to Seller, or from Seller to Purchaser, in the event of a material breach by Seller or Purchaser, respectively, of any representation, warranty, covenant or agreement contained in this Agreement which is not cured within five (5) Business Days after written notice of the breach is given to the party committing the breach (it being agreed that the foregoing cure right shall not apply to the failure to make the payment of the Closing Payment component of the Purchase Price on the Closing Date).
Sample 1
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By Purchaser or Seller if (1) there is a final non-appealable order of any court in effect preventing consummation of the Transaction, or (2) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Authority that would make consummation of the Transaction illegal. Any Party desiring to terminate this Agreement pursuant to clauses 9.1.2 to 9.1.5 shall give notice of such termination to the other Party.
Sample 1
By Purchaser or Seller. By either Purchaser or Seller if the Closing Date shall not have occurred prior to March 1, 2001, except if such delay has resulted by reason of a breach by such party of any of its material obligations hereunder. In the event of the termination by either party as provided above, written notice of termination shall forthwith be given by the party electing to terminate to the other party. Any termination pursuant to this Section 11 shall be without liability on the part of any party to the other party hereto, except if such termination has resulted by reason of a breach by such party of any of its material obligations hereunder. Nothing in this Agreement shall be deemed to require any party to terminate this Agreement in the event that a condition precedent to its obligations hereunder is not met, rather than to waive such conditions precedent and proceed to Closing.
Sample 1
By Purchaser or Seller. (i) (A) 60 days after the date on which any request or application for a Requisite Regulatory Approval shall have been denied or withdrawn at the request or recommendation of the Governmental Entity which must grant such Requisite Regulatory Approval, unless within the 60-day period following such denial or withdrawal a petition for rehearing or an amended application has been filed with the applicable Governmental Entity, provided, however, that no party shall have the right to terminate this Agreement pursuant to this Section 7.1(b)(i)(A) if such denial or request or recommendation for withdrawal shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth herein or (B) if a court of competent jurisdiction or other Governmental Entity shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such Order or other action shall have become final and nonappealable;
Sample 1
By Purchaser or Seller. This Agreement may be terminated and the transactions contemplated by this Agreement abandoned by Purchase or Seller upon notice to the other party hereto if the Closing has not occurred on or before April 30, 2008; provided, that, that the right to terminate this Agreement hereunder shall not be available to any party whose breach or failure to fulfill any such party’s obligations under this Agreement has been the primary cause of the Closing not occurring on or prior to such date. Additionally, Seller shall have the option to extend the date by which the Closing shall occur set forth in this Section 8.2 by an additional sixty (60) days upon notice to Purchaser, provided, that all of the conditions to Closing set forth in Section 7.2 other than subsection (c) and the first sentence of subsection (d) thereof have been satisfied, and Seller has a reasonable expectation of satisfying the requirements of subsection (c) and subsection (d) by such date, and provided, further, that the provisions hereof regarding Portfolio Investments and Portfolio Proceeds shall remain applicable during such extension period.
Sample 1

Related to By Purchaser or Seller

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • By Purchaser Purchaser represents and warrants to Seller that:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Buyer Buyer represents and warrants to Seller as follows:

  • By the Purchaser The Purchaser hereby represents and warrants to the Company as follows:

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • By Buyer At Closing, Buyer shall deliver to Seller the following:

  • By Sellers Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, save and hold harmless Buyer, its Affiliates and Subsidiaries, and its and their respective Representatives, from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Sellers, or any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.

  • By the Buyer Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.

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