Mutual Right to Terminate. Either Party may terminate this Agreement upon written notice to the other Party:
(a) if the other Party materially breaches any material provision of this Agreement (other than Customer’s obligation to pay any amount when due, which is governed by 7.5) and either the breach cannot be cured or, if the breach can be cured, it is not cured by the other Party within thirty (30) days after its receipt of written Notice of such breach;
(b) if the other Party (i) becomes insolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;
(c) in the event of a Force Majeure Event (defined below) that continues for more than sixty (60) days.
Mutual Right to Terminate. Either Party may terminate this Agreement upon written Notice to the other Party if the other Party materially breaches any material provision of this Agreement or any Accepted Insertion Order (other than its obligation to pay any amount when due) and either the breach cannot be cured or, if the breach can be cured, it is not cured by the other Party within 30 days of notice of breach to the breaching Party.
Mutual Right to Terminate. Notwithstanding anything contained herein to the contrary, either Seller or Buyer may terminate this Agreement, in their sole and absolute discretion, if the sum of all Defect Adjustments (less offsets for Title Increases), casualty losses, and anticipated remediation costs for Environmental Defects exceed ten percent (10%) of the Base Purchase Price. If, in such event, any of the selling parties or Buyer elects to terminate this Agreement, this Agreement shall terminate and be of no further force or effect.
Mutual Right to Terminate. Either party may terminate this Agreement at any time prior to the Closing Date for any reason upon the delivery of written notice of termination to the other party.
Mutual Right to Terminate. In the event the TI Ready Shell Delivery Date does not occur on or before on or before August 1, 2004, due to Force Majeure, either Party shall have the right to terminate this Lease by written notice to the other, and neither party shall have any further rights or obligations hereunder. In the event the Substantial Completion Date does not occur on or before March 1, 2005, either party shall have the right to terminate this Lease by written notice to the other at any time prior to the Substantial Completion Date; provided, however, that the date after which Landlord or Tenant shall have the right to terminate this Lease shall be extended by each day of Landlord Delay or Tenant Delay, as the case may be. In the event of such termination, neither party shall have any further rights or obligations hereunder; provided, however, that if Landlord elects to so terminate, and Tenant has installed valuable tenant improvements, fixtures or equipment in the Premises, Landlord shall pay Tenant the market value of Tenant’s improvements (except to the extent previously paid for pursuant to the Allowance in Exhibit D) in “as is” condition, within 90 days after the date of termination. If the parties are unable to agree on such market value, the parties shall attempt in good faith to resolve the dispute. If the parties cannot agree on a resolution of the dispute then either party may submit the dispute to mediation and arbitration as provided in Section 7 of Exhibit D.
Mutual Right to Terminate. Either party may terminate this Agreement at any time, with or without cause, and in its sole and absolute discretion, upon thirty (30) days' prior written notice to the other party. This Agreement shall terminate immediately upon the expiration or termination of the master vendor agreement between the Company and the Vendor(s). Upon any termination or expiration of the Agreement, each party shall pay to the other all amounts or accounts payable then owed and unpaid between the parties, if any, within fifteen (15) calendar days of the effective date of such termination or expiration.
Mutual Right to Terminate. Subject to the provisions of Section 7.5.2, if the purchase and sale transaction contemplated by this Agreement has not occurred on or before the 12 month anniversary of the date hereof, either Buyer or Seller, if such Party is not materially in default hereunder in a manner which has delayed the occurrence of the purchase and sale transaction contemplated by this Agreement, may terminate this Agreement upon five days’ written notice to the other Party.
Mutual Right to Terminate. Subject to the provisions of Section 7.6.2, if the purchase and sale transaction contemplated by the AM Asset Purchase Agreement has not occurred on or before the first anniversary of the date of this Agreement (or if the effective period of FCC’s consent is extended as described in Section 7.6.2 for a certain number of days due to any damage or event that prevents broadcast transmissions of Station KEYH, then the date which occurs that many days (but not exceeding in any event 120 days) after the first anniversary of the date of this Agreement), either Buyer or Seller, if such Party is not materially in default hereunder in a manner which has delayed the occurrence of the purchase and sale transaction contemplated by the AM Asset Purchase Agreement, may terminate this Agreement upon five days’ written notice to the other Party; provided, however, that subsequent to the consummation of the transactions contemplated by the FM Asset Purchase Agreement pursuant to an FM Only Closing, the date upon which this Agreement may be terminated pursuant to this Section 7.3 shall be extended an additional nine months; provided, further, that with respect to Seller, Seller’s default hereunder resulting solely from the conditions that gave rise to the need to satisfy the AM Repair Satisfaction Event shall not by itself prohibit Seller from exercising its termination right under this Section 7.3. Notwithstanding the foregoing, any default by Seller under Section 7.13 shall prohibit Seller from exercising its termination rights under this Section 7.3.
B. Section 7.4.1 of the AM Asset Purchase Agreement is replaced in its entirety with the following:
7.4.1 Other than modifications that are consistent with the definition of the term AM Repair Closing Satisfaction Event with respect to conditions leading to the need to bring about the AM Repair Closing Satisfaction Event, (i) the KEYH FCC Licenses or other Permits are modified as a result of any action initiated by Seller without the consent of Buyer, whose consent shall not be unreasonably withheld if such modification is required pursuant to a casualty event, or (ii) the KEYH FCC Licenses or other Permits are unilaterally modified by the FCC and such modification results in an adverse change in Buyer’s ability to operate Station KEYH in a manner consistent with Seller’s past operations thereof, or (iii) the terms of the KEYH FCC Licenses or other Permits are substantially modified resulting in an adverse change in Buyer’s a...
Mutual Right to Terminate. Either Landlord or Tenant may elect to terminate this Lease following damage by fire or other casualty if:
(a) in the reasonable judgment of Landlord, the Premises cannot be substantially repaired and restored under applicable Laws within three hundred sixty-five (365) days after the date of the casualty, provided, however, that the party electing to terminate shall give written notice to the other party within thirty (30) days after the date of casualty; or
(b) the fire or other casualty occurs during the last year of the Term unless prior to such fire or casualty, Tenant has timely exercised its renewal option for an additional five (5) year term. If any of the circumstances described in subparagraphs (a) or (b) of this Section 12.2 occur or arise, the party electing to terminate shall give written notice to the other party within thirty (30) days after the date of the casualty, specifying such party's election to terminate this Lease as provided above. If neither party gives such election notice within said thirty (30) day period, then Landlord shall within thirty (30) days thereafter, notify Tenant in writing of Landlord's estimate of the time required to complete Landlord's repair obligations under this Lease.
Mutual Right to Terminate. The provisions of Section 2.1 notwithstanding, either party hereto may provide written notice to the other party hereto, at least six (6) months prior to the end of the then-current FCC License term, of that party’s intent not to renew the term of this Agreement at the end of such FCC License term, in which event the term of this Agreement automatically shall terminate at the end of such FCC License term.
