Conditions for Termination. 11.1 Both parties agree that, within the lease term, should any of the following circumstances occur, this Contract shall be terminated and neither party shall assume any liability towards the other party:
(1) The right to use the land occupied by the Premises is withdrawn in advance;
(2) The Premises are lawfully expropriated for public interests;
(3) The Premises are lawfully listed in the licensing scope of house demolition due to the needs of urban construction;
(4) The Premises are damaged or destructed or recognized as a dangerous building.
11.2 Both parties agree that, should either party commit any of the following breaches, the other party may notify in writing that this Contract be cancelled. The breaching party shall pay the other party a penalty equivalent to 2 months rental then in effect; where the penalty is insufficient to cover the losses, the breaching party shall make up the difference between the losses incurred and the penalty:
(1) Party A fails to hand over the Premises timely and fails to do so within ten days upon receipt of a written notification from Party B;
(2) The Premises which handed over by Party A does not comply with the covenants contained herein, and it makes Party B unable to fulfill the purposes of the Contract;
(3) Party B alters the use of the Premises as agreed herein, without the prior written consent of Party A;
(4) The Premises are damaged for any reason attributable to Party B;
(5) Party B sublets the Premises, transfers the right to lease the Premises or exchanges the Premises for any other property leased by others;
(6) Party B defaults on payment of rental for over one month;
(7) Party B uses the Premises for any illegal activities;
(8) Party B occupies public areas or fire passages without authorization, or fails to comply with applicable laws and regulations on environmental protection and fire safety, and fails to make rectification within 5 working days upon receipt of a written notice from Party A.
Conditions for Termination. This Agreement may be terminated:
(a) at any time prior to the Closing, by mutual consent of Purchaser and a Majority in Interest;
(b) by Purchaser or a Majority in Interest, if the Closing shall not have been consummated by 180 days after the date hereof, unless such failure of consummation shall be due to a material breach of any representation or warranty, or the nonfulfillment in a material respect, and failure to cure such nonfulfillment, of any covenant or agreement contained herein on the part of the Party or Parties seeking to terminate this Agreement; or
(c) by Purchaser on the one hand, or a Majority in Interest or Xxxxxxxxxxxxx on the other hand, if any Seller or Purchaser, respectively, fails to cure a material breach of any provision of this Agreement within fifteen days after its receipt of written notice of such breach from the non-breaching Party, provided, however, that no Party shall be entitled to terminate this Agreement pursuant to this Section 13.1(c) if it is also in material breach of any provision of this Agreement.
Conditions for Termination. 13.1 Except as provided for under Sections 13.2, 13.3, 13.4, 13.5, 13.6 and 13.7, the Contract shall terminate at 11:59 PM, Washington, D.C. time, on the last day of the Guarantee Period. The rights and obligations under the Contract shall, however, extend to cover: (a) events of Loss commencing before the end of the Guarantee Period, if the Date of Loss occurred during the Guarantee Period, even if a Claim is made after the Guarantee Period; and (b) with respect to Breach of Contract coverage under Article 6 of this Contract, events of Loss where the legal or arbitral proceedings leading to an Award are commenced before the end of the Guarantee Period but the Award is rendered after the Guarantee Period, and a Claim is therefore made after the Guarantee Period, provided that the Claim is filed in writing with MIGA within a period of 18 months from the last day of the Guarantee Period.
Conditions for Termination. A termination notice may be given following a Quinquennial Review Date if the following conditions shall have been satisfied:
(A) the Regulator shall have given to the parties a review notice by a date which is not later than the relevant Quinquennial Review Date;
(B) either:
(1) the parties shall have failed to submit to the Regulator for this approval proposed amendments to this Agreement within 45 days following the relevant Quinquennial Review Date:
(2) the parties having submitted proposed amendments to him, the Regulator shall have failed to approve them within 4 months following the relevant Quinquennial Review Date; and
(C) the termination notice in question shall specify the date, or the happening of an event, upon which it shall have effect, which date or event shall not be earlier than 150 days after the giving of the termination notice.
Conditions for Termination. This Agreement shall terminate and be of no further force and effect as between the Parties hereto, upon the occurrence of any of the following:
(a) By either Party upon the expiration of fifteen (15) days after the refusal or denial of any approval or consent by any governmental agency of any approvals or consent required to be obtained pursuant to this Agreement, or the imposition of a materially burdensome condition upon such Party in connection with such approval or consent by any such governmental agency, unless, within such fifteen (15) day period, the relevant Party resubmits the application, or appeals the decision of the governmental entity that has denied or refused to grant such consent or approval or has imposed such condition and, in such event, by either Party upon the expiration of five (5) days after the denial or refusal by such governmental agency of such appeal or resubmitted application.
(b) By a Party upon the expiration of five (5) Business Days from the date that such Party has given written notice to the other Party of such other Party's material breach or material misrepresentation of any condition, warranty, representation or covenant in this Agreement or the Assignment and Assumption Agreement; or the termination of the Assignment and Assumption Agreement; provided, however, that no such termination shall take effect if within such five (5) day period the Party so notified shall have fully and completely corrected the grounds for termination as specified in such notice.
(c) Upon the failure to consummate the transaction by July 31, 2000 unless extended by mutual agreement in writing of the Parties.
(d) Upon mutual consent of the Parties to terminate. Notwithstanding anything to the contrary herein contained in this Agreement, no Party shall have the right to terminate this Agreement on account of its own breach or any immaterial breach by the other Party.
Conditions for Termination. In addition to the provisions for termination as provided elsewhere in this Agreement, this Agreement shall terminate and be of no further force or effect as between the parties, except as to liability for breach of any duty or obligation arising prior to the date of termination, upon the occurrence of any of the following:
(a) The expiration of thirty (30) calendar days after any governmental agency shall have denied or refused to grant the approvals or consents required to be obtained pursuant to this Agreement, unless within said thirty (30) day period Purchaser and Seller agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority which denied or refused to grant approval thereof; (b) The expiration of thirty (30) Business Days from the date that either party has given notice to the other party of such other party's material breach of any covenant or failure to fulfill any condition to such party's performance under this Agreement; provided, however, that no such termination shall take effect if within said thirty (30) day period the party so notified shall have fully and completely corrected the grounds for termination as specified in such notice; (c) Upon the failure to consummate the transaction on or before September 30, 2000, unless such date is extended in writing agreed to by both parties; and (d) Upon mutual consent of the parties to terminate. Notwithstanding anything to the contrary contained in this Agreement, no party hereto shall have the right to terminate this Agreement on account of its own breach, a breach by its affiliate, or any immaterial breach by another party.
Conditions for Termination. This Agreement may be terminated:
(a) At any time prior to the Closing by mutual consent of Buyer, Baywood, LifeTime and the LifeTime Representatives;
(b) by Buyer or Baywood if the Closing shall not have been consummated by March 30, 2007, unless such failure of consummation shall be due to a material breach of any representation or warranty, or the nonfulfillment in any material respect, and failure to cure such nonfulfillment, of any covenant or agreement contained herein on the part of Buyer or Baywood;
(c) by LifeTime or the LifeTime Representatives if the Closing shall not have been consummated by March 30, 2007, unless such failure of consummation shall be due to a material breach of any representation or warranty, or the nonfulfillment in any material respect, and failure to cure such nonfulfillment, of any covenant or agreement contained herein on the part of LifeTime or the LifeTime Representatives;
(d) by Buyer or Baywood, on the one hand, or LifeTime or the LifeTime Representatives, on the other hand, if the other party fails to cure a material breach of any representation or warranty, covenant or agreement of this Agreement within ten (10) days after its receipt of written notice of such breach from the non-breaching party; provided, however, that a party shall not -------- be entitled to terminate this Agreement pursuant to this Section 10.1(d) if it is also in material breach of any provision of this Agreement; or
(e) by Buyer, Baywood, LifeTime or the LifeTime Representatives if there shall be any Law or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction. The party desiring to terminate this Agreement pursuant to clauses (b), (c), (d) or (e) shall give notice of such termination to the other parties in accordance with Section 11.3.
Conditions for Termination. Executive shall be considered in breach of this Agreement, and the Agreement subject to termination by XSI, in the following events:
(i) Willful disobedience of lawful instructions of the Board of Directors of XSI by Executive which continues after being afforded a reasonable opportunity to cure such disobedience; or
(ii) The commission of any indictable offense or any offense involving moral turpitude by Executive; or
(iii) Gross negligence by Executive in carrying out his duties on behalf of XSI.
Conditions for Termination. This Agreement may be terminated:
(a) at any time prior to the Closing by mutual consent of Madden and Seller;
(b) by Madden if the Closing shall not have been consummated by forty-five (45) days after the date hereof, unless such failure of consummation shall be due to a material breach of any representation or warranty, or the nonfulfillment in any material respect, and failure to cure such nonfulfillment as set forth in clause (d) below, of any covenant or agreement contained herein on the part of Madden; or
(c) by Seller if the Closing shall not have been consummated by forty-five (45) days after the date hereof, unless such failure of consummation shall be due to a material breach of any representation or warranty, or the nonfulfillment in any material respect, and failure to cure such nonfulfillment as set forth in clause (d) below, of any covenant or agreement contained herein on the part of Seller; or
(d) by (i) Madden if Seller or KR fails to cure a material breach of any provision of this Agreement within fifteen (15) days after its receipt of written notice of such breach from Madden, or (ii) Seller if Madden fails to cure a material breach of any provision of this Agreement within fifteen (15) days after its receipt of written notice of such breach from the Seller, provided, however, that a party shall not be entitled to terminate this Agreement pursuant to this Section 11.1(d) if it is also in material breach of any provision of this Agreement.
Conditions for Termination. Executive shall be considered in breach of this Agreement, and the Agreement subject to termination by El Sitio, in the following events (each a "cause"):
(i) Willful disobedience of lawful instructions of the Board of Directors of El Sitio by Executive which continues after being afforded a reasonable opportunity to cure such disobedience; or
(ii) The commission of a felony by Executive; or
(iii) Gross negligence by Executive in carrying out his duties on behalf of El Sitio.
