Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement by giving written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, ...
Purchaser’s Right to Terminate. Purchaser shall have the unconditional right, for any reason or no reason, to terminate this Agreement by giving written notice (a “Diligence Termination Notice”) thereof to Seller prior to the expiration of the Due Diligence Period. In the event Purchaser does not deliver to Seller a Diligence Termination Notice on or before the expiration of the Due Diligence Period, Purchaser shall be deemed to have elected to accept the Property and to proceed to Closing. In the event Purchaser terminates this Agreement by timely delivering a Diligence Termination Notice this Agreement shall be deemed to have been terminated, upon such termination, Purchaser shall receive a return of the Deposit and, with the exception of those obligations which expressly survive the termination of this Agreement, no party shall have any further liability to any other party hereunder. If Purchaser terminates the Agreement, for any reason or no reason as provided for under the Agreement, Purchaser shall deliver to Seller any Due Diligence Materials received from Seller; provided that Purchaser may retain copies thereof to the extent necessary to comply with applicable laws or its internal document retention policies.
Purchaser’s Right to Terminate. This Agreement may be terminated by Purchaser at any time prior to Closing. If Purchaser elects to terminate this Agreement Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts.
Purchaser’s Right to Terminate. Anything in any of the Transaction Documents to the contrary notwithstanding, each Purchaser has the right to demand and receive back from the Company such Purchaser’s Subscription Amount at any time until a Closing takes place in connection with such Subscription Amount. UNDER NO CIRCUMSTANCES WILL THE PURCHASER’S SUBSCRIPTION AMOUNT BE DELIVERED TO OR UNDER THE CONTROL OR AUTHORITY OF ANY PLACEMENT AGENT OR BROKER.
Purchaser’s Right to Terminate. Anything in any of the Transaction Documents to the contrary notwithstanding, each Purchaser has the right to demand and receive back from the Company such Purchaser’s Subscription Amount at any time until a Closing takes place in connection with such Subscription Amount.
Purchaser’s Right to Terminate. If Commissioning has not taken place by the Sunset Date, the Purchaser may terminate this agreement by notifying Tasmanian Irrigation.
Purchaser’s Right to Terminate. Purchaser, in its sole discretion, may terminate this Agreement, in whole or in part (i.e., with respect to certain Goods), without payment of any fee or penalty, by providing written Notice to Supplier:
(a) if Supplier is in breach of any representation, warranty or covenant of Supplier under this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by Supplier within 14 days after Purchaser's receipt of written Notice of such breach; or
(b) if Supplier (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; or
(c) if Purchaser terminates any other agreement between (i) Supplier and (ii) Purchaser or Purchaser’s Affiliates, due to Supplier’s or Supplier’s Affiliates’ breach or non-performance; or
(d) if (i) Supplier sells, leases or exchanges a material portion of Supplier’s assets, (ii) Supplier merges or consolidates with or into another Person, or a change in Control of Supplier occurs, in any case, without Purchaser’s prior written consent; or
(e) if Purchaser’s Customer cancels or terminates its contract with Purchaser related to the Goods; or
(f) at any time as Purchaser may determine in its sole discretion. In all instances of termination, the Purchaser will remain obligated for authorized outstanding invoices and work-in-process Any termination under this Section 6.2 will be effective on Purchaser’s delivery to Supplier of written Notice of termination or such later date (if any) set forth in such Notice.
Purchaser’s Right to Terminate. (A) Purchaser shall have the right to terminate this Agreement during the Due Diligence Period in the event Purchaser is not satisfied with the condition of the Property, including but not limited to any defect of title to the Property. Purchaser must do so in writing during the Due Diligence Period.
(B) After the Due Diligence Period, Purchaser shall have no right to terminate this Agreement except for (i) acts of Seller which arise after the Due Diligence Period which cause title to the Property to be unmerchantable, (ii) the failure of Seller to cure any Encumbrances (as defined in Article 6.2) prior to Closing to which Seller has given notice to Purchaser of its intention to cure, or (iii) as provided in Article 11 hereof.
Purchaser’s Right to Terminate. 11.1 The Purchaser may, by notice to the Sellers, terminate this Agreement (other than the Surviving Provisions) at any time before Closing if any of the following circumstances arises or occurs at any time before Closing, namely:
(a) a material breach of any Warranty given on the date of this Agreement (unless the fact, matter, event or circumstance which resulted in such breach was fairly and specifically disclosed in the Disclosure Letter);
(b) any fact, matter, event or circumstance which is reasonably likely to result in a material breach of any Warranty if it was repeated immediately prior to Closing by reference to the facts and circumstances then existing (on the basis that references in the Warranties to the date of this Agreement were references to the relevant date);
(c) any Material Adverse Change;
(d) any material breach of Clause 4.1; For the purpose of this Clause 11.1, “material breach” means a breach of the relevant Warranty (in case of paragraphs (a) or (b) above) or the relevant provision of this Agreement (in case of paragraph (d) above) for which the liability of the Sellers, if the Purchaser were to bring claim in relation to any such breach, could reasonably be expected to exceed SAR 10,000,000.
11.2 Before exercising the right to terminate this Agreement pursuant to Clause 11.1, the Purchaser shall first give written notice to the Sellers of its intention to do so (the Termination Notice). The Purchaser may exercise its right to terminate this Agreement in accordance with Clause 11.1 if the Termination Notice is given at least 20 Business Days before the date first scheduled for Closing and the Sellers fail to remedy the breach specified in the Termination Notice to the Purchaser’s reasonable satisfaction by at least 5 Business Days prior to such date. If the Termination Notice is given less than 15 Business Days before the date first scheduled for Closing, the Sellers shall have a right to defer Closing Date by no more than 15 Business Days by giving a written notice to the Purchaser. In that case, the Purchaser may exercise its right to terminate this Agreement in accordance with Clause 11.1 if the Seller fails to remedy the breach specified in the Termination Notice to the Purchaser’s reasonable satisfaction by at least 5 Business Days prior to the Closing Date as so deferred.
11.3 The Sellers undertake to disclose promptly to the Purchaser in writing any breach, matter, event, condition, circumstance, fact or omission of which a...
Purchaser’s Right to Terminate. Anything in any of the Transaction Documents to the contrary notwithstanding, the Purchaser has the right to demand and receive back from the Company the Purchaser’s Subscription Amount and any other documents delivered in connection with the Offering at any time until a Closing takes place. In addition, the Company must provide one (1) prior Business Days’ notice that all Closing conditions have been met and it is ready to close the Offering.
