Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchaser, (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon the termination of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “
Conditions of Termination a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”.
b. This Agreement may be terminated at any time by mutual agreement of the parties.
c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public.
d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided.
e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement.
f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others.
g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts.
h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE.
i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.
Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing by either the Company, on the one hand, or any Purchaser, on the other hand, if the Closing shall not have occurred on or prior to 5:00 p.m., New York time, on the date hereof.
Conditions of Termination. The Landlord shall have the right to terminate or refuse to renew the Lease for any of the following reasons:
a. Failure by the Resident or any member of their household to fulfill their obligations outlined under the Articles of this Lease, the Community Policies and any addenda or amendments to the Lease or Community policies.
b. A serious or repeated violation by the Resident or any member of their household of one (1) or more terms of the Lease.
c. Denial or disconnection of utility services that are paid by the Resident. The Landlord will not terminate assistance if the Resident restores the utility service legally and timely in compliance with the 30-day notice to cure, or by the time the informal hearing takes place.
d. Tampering with utilities to illegally obtain service, or changing the account to an adult person that is not listed as a family member in this Lease.
e. Any activity, criminal or non-criminal, engaged in by the Resident, any member of their household, a guest or a person under the control of the Resident, which threatens the health, safety, or right to peaceful enjoyment of the premises by other residents or employees of Landlord.
f. Any criminal activity (violent, non-violent, or drug-related) that threatens the health, safety, or right to peaceful enjoyment of the premises by other residents or employees of the Landlord, as stated in Article IX Resident’s Obligations. Any such criminal activity that resulted in a conviction shall be cause for termination of tenancy, and for eviction from the dwelling unit. For the purposes of this Lease:
i. Drug-related criminal activity, whether “on or off the premises” for the Resident, any member of their household, or a guest, and “on the premises” for other persons under the Resident’s control. Drug-related criminal activity shall include illegal possession, manufacture, sale, distribution, use and/or possession with intent to manufacture, sell, distribute, or use, a controlled substance; and
ii. Violent criminal activity shall include any criminal activity that has as one of its elements the use, attempted use, or threatened use of physical force substantial enough to cause, or be reasonably likely to cause, nontrivial bodily injury or property damage.
iii. Non-violent criminal activity shall include any activity that threatens the health, safety or right to peaceful enjoyment by the residents or employees of the Landlord.
iv. The Landlord may also terminate assistance based on the conduct un...
Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before the Closing as follows:
(a) By mutual written consent of Sellers and Buyer;
(b) By WSC, by written notice to Buyer, or by Buyer, by written notice to WSC, on or after the date that is 180 days after the date of this Agreement (the "TERMINATION DATE"), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination by WSC) or Buyer (in case of termination by Buyer) is then in material breach of this Agreement;
(c) By WSC, by written notice to Buyer, or by Buyer, by written notice to WSC, if any injunction or other order contemplated by Section 7.1(d) and Section 7.2(d) shall have become effective; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order;
(d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Buyer Material Adverse Effect, or a material failure to perform any covenant of Buyer contained in this Agreement or any Ancillary Agreement to which Buyer is party, and Buyer has failed, within 10 days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to WSC of Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC shall not have the right to terminate this Agreement under this Section 8.1(d) if any Seller is then in material breach of this Agreement;
(e) By Buyer, by written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which an...
Conditions of Termination. This Agreement may be terminated only in accordance with this Section 11.1. This Agreement may be terminated at any time before the Closing as follows:
(a) by mutual written consent of SS and Purchaser;
(b) automatically and without any action or notice by either SS to Purchaser, or Purchaser to SS, immediately upon:
(i) the issuance of a final and nonappealable order, decree or ruling by a Governmental Authority to restrain, enjoin or otherwise prohibit the transfer of the Acquired Assets contemplated hereby;
(ii) the acceptance by Sellers of an Alternate Transaction if, and only if, Purchaser is not designated as the backup bidder at the completion of the Auction; or
(iii) the consummation of an Alternate Transaction.
(c) by Purchaser:
(i) if the Bankruptcy Court has not entered (a) an interim order with respect to the DIP Credit Agreement within three (3) business days of the Petition Date and (b) a final order with respect to the DIP Credit Agreement within twenty-five (25) days of the Petition Date, in each case, (x) which date Purchaser may waive or extend in its sole discretion and (y) in form and substance acceptable to Purchaser in its sole discretion;
(ii) if the Bidding Procedures Order shall not have been entered by February 15, 2013 (or such later date as Purchaser may have designated in writing to SS);
(iii) if the Auction has not commenced by March 25, 2013 (or such later date as Purchaser may have designated in writing to SS);
(iv) if the Bankruptcy Court has not entered the Sale Order by March 27, 2013 (or such later date as Purchaser may have designated in writing to SS);
(v) if there has been a material violation or breach by any Seller of any representation, warranty or covenant contained in this Agreement which (x) has rendered the satisfaction of any condition to the obligations of Purchaser impossible or is not curable or, if curable, has not been cured within ten (10) business days following receipt by Sellers of written notice of such breach from Purchaser, and (y) has not been waived by Purchaser; provided that Purchaser shall not have the right to terminate this Agreement under this Section 11.1(c)(v) if Purchaser is then in material breach of this Agreement;
(vi) if the Closing shall not have occurred by the fifteenth (15th) day after the entry of the Sale Order and such failure to close is not caused by or the result of Purchaser’s breach of this Agreement;
(vii) if, prior to the Closing Date, Sellers’ Bankruptcy Cases shall be...
Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing:
(i) By mutual consent of Seller and Buyer;
(ii) By either Seller or Buyer if the other Party shall have breached this Agreement in any material respect and such breach continues for a period of ten (10) days after the receipt of written notice of the breach from the non-breaching Party; or
Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated: (a) at any time before the Closing by mutual written consent of the Company and the Investor (b) at any time before the Closing by either the Company, on the one hand, and the Investor, on the other hand, if any of the conditions to Closing to which such party is entitled to the benefit of shall have become permanently incapable of fulfillment and shall not have been waived in writing (to the extent permitted by applicable Law); (c) at any time after the date that is five (5) Business Days after the date of this Agreement by either the Company, on the one hand, or the Investor, on the other hand, if the Closing shall not have occurred on or before such date; provided, however, that the right to terminate this Agreement pursuant to the preceding clauses (b) or clause (c) shall not be available to a party if the inability to satisfy any of the conditions to Closing was due primarily to the failure of such party to perform any of its obligations under this Agreement.
Conditions of Termination. This Agreement may be terminated at any time prior to the Closing (or as otherwise specified):
Conditions of Termination. Notwithstanding anything to the contrary contained herein, with respect to any individual Noteholder, this Agreement may be terminated (a) at any time by mutual written agreement of the Company and the respective Noteholder, (b) by either Party if (i) the Closing shall not have occurred on or before August 17, 2022 or (ii) any governmental authority of competent jurisdiction shall have issued or entered any governmental order or taken any other action permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated herein; provided, however, the right to terminate this Agreement pursuant to Section 4.1(b) shall not be available to any Party whose failure to comply with or perform in any material respect any covenant under this Agreement shall have caused the Closing not to occur on or before such termination date.
