Early Termination by Buyer Sample Clauses

Early Termination by Buyer. Buyer may terminate this -------------------------- Agreement by (and effective upon) its delivery of written notice to the Company specifying the basis for termination hereunder, under the following circumstances: (a) if the Company shall breach this Agreement in any material respect; provided, that the Company shall have the right, exercisable twice during the term of this Agreement, to prevent termination based upon the Company's material breach of this Agreement by curing such material breach within 30 days following receipt of Buyer's termination notice; or (b) following the occurrence of a Bankruptcy Event with respect to the Company.
Sample 1
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Early Termination by Buyer. Buyer may, at any time, terminate this Agreement. Buyer’s commencement of any proceeding in Bankruptcy prior to Closing shall be deemed to be a voluntary election on the part of Buyer to terminate this Agreement. Upon Buyer’s early termination of this Agreement, Buyer shall immediately forfeit its ownership of the MM&S shares previously acquired under Section 2.1 of the Purchase Agreement and shall return, convey, assign, transfer and deliver Buyer’s MM&S Shares to Sellers and provide the deliveries provided in Section 4.1(D) below within 15 business days of such termination.
Sample 1
Early Termination by Buyer. Buyer shall have the right to terminate Seller’s performance of (i) all or any portion of the Services at such time or times as Buyer determines in its sole discretion, provided that Buyer provides Seller with written notice of such termination at least thirty (30) days in advance or such shorter period as is reasonable under the circumstances, taking into account the time reasonably required by Seller to discontinue the performance of the applicable Services (which shall not be less than five Business Days), or (ii) all, but not less than all, of the Services if Seller breaches its obligations under this Agreement and such breach is not cured within thirty (30) days after Seller’s receipt of written notice thereof from Buyer. If Buyer terminates performance of all of the Services pursuant to this Section 6(b), then such termination shall constitute the termination of this Agreement.
Sample 1
Early Termination by Buyer. (i) In addition to the rights that Buyer has pursuant to Section 3.1 and Article 11 of this Agreement, Buyer shall have the right to terminate this Agreement by providing written notice to the Fuel Manager: (a) in the event Fuel Manager fails to post and maintain Fuel Manager Security in accordance with the provisions of Section 8.1 within five (5) Business Days of written notice; (b) in the event the Fuel Manager fails to commence the Fuel Management Services by the FM Services Target Date and Buyer elects termination of the Agreement as its remedy in Section 3.3(i) for such failure; (c) in the event Fuel Manager fails to undertake the activities relating to a Force Majeure Event as set forth in Section 10.6; or (d) beginning in Contract Year 6 in the event Fuel Manager demonstrates Unfavorable Performance on each of Metrics #1-5 in each of the preceding five consecutive Contract Years. (ii) Such termination shall be effective on the date on which the notice period specified in Section 2.1(i) expires, or if no notice period is specified in Section 2.2(i), on the date specified in such notice which shall be no less than five (5) Days following the date of said notice. Except as set forth in Section 11.13 of this Agreement, in the event of termination pursuant to this Section 2.2, Buyer shall pay the Fuel Manager for its actual, reasonable and verifiable costs for services provided pursuant to this Agreement, if any, up to the date of termination specified in the written termination notice by Buyer to the Fuel Manager.
Sample 1
Early Termination by Buyer. Buyer shall have the right to terminate this Agreement by notice to Seller immediately upon the termination or expiration of the Rebate Agreement and the Vitro Agreement or either one of them.
Sample 1
Early Termination by Buyer a) In the event Buyer terminates an Order prior to the end of the term stated thereon, Buyer shall notify NSX in writing of such termination; stop using the Services as of the effective date of termination; and immediately pay NSX as liquidated damages for default, and not as a penalty, [***]. In addition to the liquidated damages, Buyer shall pay immediately upon termination all other fees and payments that accrued prior to the date of termination; all costs and expenses of collection, including reasonable attorney fees; and any costs incurred by NSX to remove, jam, block, or otherwise cause Buyer to stop using the Service. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Securities and Exchange Commission b) Buyer may terminate this Agreement for cause if NSX fails to comply in any material respect with the covenants, agreements or conditions herein, which are not corrected for thirty (30) days after receipt of written notice from Buyer specifying the alleged failure. In the event Buyer terminates this Agreement as a result of NSX failure to -------------------------------------------------------------------------------- NetSat Express, Inc. Confidential Information Agreement SCA-01-005 Initials:_____ Page 2 of 5 _____ Date: 8-May-01 TERMS & CONDITIONS FOR NETSAT EXPRESS SATELLITE CAPACITY comply, no further payments shall be due except for payments for goods or Services provided prior to and including the termination date.
Sample 1
Early Termination by Buyer. In the event that: (i) A Closing has not occurred during the prior sixty (60) days, or (ii) for any consecutive five-Trading Day period during the term of this Agreement, the Closing Bid Price of the Ordinary Shares on each Trading Day is below $1.00, then Buyer shall have the right to terminate its obligation hereunder to purchase additional Units at any time on or after the close of business on such date without liability of Buyer to any other party; provided, however, the right to terminate this Agreement under Section 9(a)(i) shall not be available to Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of Buyer’s breach of this Agreement. Upon termination of this Agreement pursuant to this Section 9(a), the Buyer shall be entitled to any amount of the Purchase Price then held by the Escrow Agent; provided, however, that Buyer’s entitlement to receive the Purchase Price from the Escrow Agent, pursuant to the Escrow Agreement, shall be subject to: (x) Buyer having surrendered to the Company any Purchase Shares then held by Buyer that were purchased by, and credited by the Transfer Agent to, Buyer upon payment of such Purchase Price; (y) Buyer having surrendered a number of Purchase Warrants to the Company that is equal to the number of Purchase Shares surrendered by the Buyer to the Company pursuant to Section 9(x), and (z) Buyer paying to the Company, for each Purchase Share sold by Buyer prior to termination pursuant to this Section 9(a), 90% of the gross proceeds (less broker commissions) received by Buyer for the sale of such Purchase Share. Upon Termination of this Agreement pursuant to Section 9(a)(ii), any Purchase Warrants held by the Buyer shall be repriced such that the Exercise Price for each such Warrant will be reduced to the Closing Bid Price of the Ordinary Shares as of one (1) Trading Day prior to the effectiveness of the termination. Termination of this Agreement pursuant to this Section 9(a) shall be effective upon notice to the Company. Buyer shall have thirty (30) days from the date of termination to make such surrenders and payments as provided in this Section 9(a).
Sample 1
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Early Termination by Buyer. Buyer may terminate this Agreement by and effective upon its delivery of written notice to the Company specifying the basis for termination hereunder, under the following circumstances: (i) if the Company shall breach this Agreement in any material respect; provided, that the Company shall have the right, exercisable twice during the term of this Agreement, to prevent termination based upon the Company's breach hereof by curing such breach within 30 calendar days following receipt of Buyer's termination notice; (ii) following the occurrence of a Bankruptcy Event with respect to the Company; or (iii) upon 3 months' written notice to the Company if Buyer determines in its sole discretion that it does not require the Manufacturing and Supply Services hereunder.
Sample 1
Early Termination by Buyer. In addition to the right to terminate upon a Seller Event of Default as provided in Section 12.5, Buyer shall have the right to terminate this Agreement without payment of any kind to Seller if any of the following events occur [PROPOSER SHOULD DELETE INAPPLICABLE ITEMS AND ADD OTHERS AS APPROPRIATE]:
Sample 1

Related to Early Termination by Buyer

  • Termination by Buyer This Agreement may be terminated by Buyer and the purchase and sale of the Station abandoned, if Buyer is not then in material default, upon written notice to Seller, upon the occurrence of any of the following:

  • Early Termination In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the term, the Trust agrees to pay the following fees: a. all monthly fees through the life of the contract, including the rebate of any negotiated discounts; b. all fees associated with converting services to successor service provider; c. all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; d. all out-of-pocket costs associated with a-c above.

  • Early Termination by Borrower Borrower has the option, at any time upon 90 days prior written notice to Lender, to terminate this Agreement by paying to Lender, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then Lender's obligations to extend credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Lender in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Lender, and (b) providing cash collateral (in an amount determined by Lender as sufficient to satisfy the reasonably estimated credit exposure) to be held by Lender for the benefit of the Bank Product Providers with respect to the Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of Lender to terminate after the occurrence and during the continuation of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (d) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to Lender or profits lost by Lender as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of Lender, Borrower shall pay the Applicable Prepayment Premium to Lender, measured as of the date of such termination.

  • TERMINATION BY MPS MPS further reserves the right to terminate this Contract at any time for any reason by giving Contractor written notice by Registered or Certified Mail of such termination. MPS will attempt to give Contractor 20 days’ notice, but reserves the right to give immediate notice. In the event of said termination, Contractor shall reduce its activities hereunder, as mutually agreed to, upon receipt of said notice. Upon said termination, Contractor shall be paid for all services rendered through the date of termination, including any retainage. This section also applies should the Milwaukee Board of School Directors fail to appropriate additional monies required for the completion of the Contract.

  • Termination by XOOM We may terminate this Contract, or the applicable portion of this Contract, at our discretion and without penalty immediately upon notice to you if: a. do not pay your bill in full by the date on your bill; b. do anything that prevents us from supplying you with Energy or services; c. increase your consumption above 2,500 gigajoules per year; or d. do not give us satisfactory financial or credit information, do not give us a deposit when we request one, or do not meet our credit requirements. We may terminate this Contract, or the applicable portion of this Contract, at our direction and without penalty for any other reason on thirty (30) days notice.

  • Termination by Xxxxx Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.

  • Termination by CAISO Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.

  • Termination by Us We may terminate this Contract with 30 days’ written notice as follows: 1. For Non-payment of Premiums. Premiums are to be paid by the Subscriber to Us on each Premium due date. While each Premium is due by the due date, there is a grace period for each Premium payment. If the Premium payment is not received by the end of the grace period, coverage will terminate as follows: • If the Subscriber fails to pay the required Premium within a 30-day grace period, this Contract will terminate retroactively back to the last day Premiums were paid. The Subscriber will be responsible for paying any claims submitted during the grace period if this Contract terminates. 2. Fraud or Intentional Misrepresentation of Material Fact. If the Subscriber has performed an act that constitutes fraud or made an intentional misrepresentation of material fact in writing on his or her enrollment application, or in order to obtain coverage for a service, this Contract will terminate immediately upon a written notice to the Subscriber from Us. If termination is a result of the Subscriber’s action, coverage will terminate for the Subscriber and any Dependents. If termination is a result of the Dependent’s action, coverage will terminate for the Dependent. 3. If the Subscriber no longer lives, or resides in Our Service Area.

  • Termination by Xxxxxx This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent: (a) if the Company breaches any of its representations or warranties, or fails to perform any of its covenants or agreements contained in this Agreement, and which breach or failure (i) would give rise to the failure of a condition set forth in paragraph (d), (e) or (f) of Annex I and (ii) by its nature cannot be cured or has not been cured by the Company by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after the Company’s receipt of written notice of such breach from Parent, but only so long as neither Parent nor Merger Sub are then in material breach of their respective representations or warranties or materially failing to perform their respective covenants or agreements contained in this Agreement in a manner that would allow the Company to terminate this Agreement under Section 7.4(b); or (b) (i) upon prior written notice to the Company if the Company Board (acting upon the recommendation of the Special Committee), the Special Committee or any other duly authorized committee of disinterested members of the Company Board shall have effected an Adverse Recommendation Change (provided that, any written notice, including pursuant to Section 5.3(d), of the Company’s intention to make an Adverse Recommendation Change in advance of making an Adverse Recommendation Change shall not result in Parent having any termination rights pursuant to this Section 7.3(b)(i) unless such written notice otherwise constitutes an Adverse Recommendation Change); provided, however, that Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.3(b)(i) unless the notice of termination pursuant to this Section 7.3(b)(i) is delivered by Parent to the Company within five (5) Business Days following the occurrence of the event giving rise to Parent’s right to terminate this Agreement pursuant to this Section 7.3(b)(i), (ii) if the Company shall have materially breached any of its obligations under Section 5.3, (iii) if the Company shall have failed, within ten (10) Business Days of a tender or exchange offer that constitutes a Takeover Proposal relating to securities of the Company having been commenced, to publicly recommend against such tender or exchange offer or (iv) if the Company shall have failed to publicly reaffirm its recommendation of the Offer and the Merger within ten (10) Business Days after a request to do so by Parent following the date any Takeover Proposal or any material modification thereto is first commenced, publicly announced, distributed or disseminated to the Company’s stockholders (provided that Parent may only make such request once with respect to each Takeover Proposal and each material modification thereto).

  • Termination by Seller Subject to any limitations imposed by Law, Seller may terminate this Agreement for any of the following grounds. (1) Buyer’s failure to comply with any provision of this Agreement, which provision is both reasonable and of material significance to the relationship under this Agreement; (2) Buyer’s failure to exert good faith efforts to carry out the provisions of this Agreement; (3) The occurrence of an event which is relevant to the relationship under this Agreement and as a result of which termination of this Agreement is reasonable, including, without limitation, the following events: (i) Buyer’s fraud or criminal misconduct relevant to the operation of Buyer’s business, Buyer’s Marketing Premises, or Buyer’s Outlets; (ii) Buyer’s declaration of bankruptcy or judicial determination of insolvency of Buyer; (iii) Buyer’s continuing severe physical or mental disability if Buyer is an individual, or if Buyer is a partnership or corporation, the disability of any individual who is currently in “control” of the ownership interest (“control” being the authority to direct the operations of Buyer and to have or exercise management responsibility) of at least 3 months that renders Buyer unable to provide for the continued proper operation of Buyer’s Marketing Premises or Buyer’s Outlets; (iv) Loss of Seller’s right to grant the right to use the Identifications, which are the subject of the franchise; (v) Buyer’s failure to pay to Seller in a timely manner when due all sums to which Seller is legally entitled; (vi) Buyer’s failure to operate Buyer’s Marketing Premises for 7 consecutive days, or such lesser period which under the facts and circumstances constitutes an unreasonable period of time; (vii) Buyer’s willful adulteration, mislabeling, or misbranding of motor fuels or other trademark violations; (viii) Buyer’s knowing failure to comply with the Laws relevant to the operation of Buyer’s business, Buyer’s Marketing Premises, or Buyer’s Outlets; (ix) Buyer’s conviction of any felony involving moral turpitude; (x) Subject to Article 22(b), Buyer’s death if Buyer is an individual, or if Buyer is a partnership or corporation, the death of any individual who is currently in “control” of the ownership interest of Buyer (“control” being the authority to direct the operations of Buyer and to have or exercise management responsibility); and (xi) Buyer’s failure to comply with Buyer’s obligations relating to Insurance set forth in Article 21. (4) A determination is made by Seller in good faith and in the normal course of business to withdraw from marketing of motor fuel through retail outlets in the relevant geographic market area in which Buyer’s Outlets are located; (5) Termination by Seller for cause of any other agreement between Buyer and Seller pertaining to this facility. (6) Any other ground for which termination is provided for in this Agreement or is otherwise allowed by the PMPA or other applicable Law.

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