Common use of Purchaser’s Right to Terminate Clause in Contracts

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. In the event that Purchaser’s inspection and investigation of the Property results in a determination by the Purchaser that the Property is unsatisfactory for Purchaser’s intended uses or is otherwise unsuitable or unacceptable in any respect, the Purchaser may terminate this Agreement by delivery to the Seller (with a copy to the Escrow Agent) of written notice of termination on or before close of business (5:00 p.m. local time) sixty (60) days after acceptance of this Purchase and Sale Agreement. Upon receipt of a timely notice of termination, the Escrow Agent shall promptly refund all Xxxxxxx Money paid (less the sum of TWO HUNDRED TWENTY-FIVE AND NO/100 DOLLARS ($225.00), which shall be paid to Seller in consideration for this Agreement), and, upon receipt of such refund, except as otherwise provided by this Agreement, neither Purchaser nor Seller shall have any further liability or obligations to the other. If the Purchaser does not deliver such written notice of termination on or before such date, Purchaser shall be deemed to have waived its sole discretionright to terminate this Agreement pursuant to this Section 5, may and such right shall expire, become null and void and shall have no further force or effect. Except in the case of an express written waiver, nothing herein shall be deemed, however, to result in a waiver of any other express right or option of the Purchaser to terminate this Agreement, in whole or in part (i.e., with respect including the Purchaser’s right to certain Goodsterminate under Special Stipulation 24(a), 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 which shall be conditions separate from 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 Noticeright hereunder.

Purchaser’s Right to Terminate. PurchaserNotwithstanding any provision contained herein, in addition to its right to terminate this Agreement as set forth in Sections 2.01(d) and 2.05, if (a) Seller fails to timely deliver the Proof of Insurance, or (b) Purchaser determines, in its sole discretion, may terminate this Agreement, in whole or in part (i.e., with respect to certain Goods), without payment of that any fee or penalty, by providing written Notice to Supplier: (a) if Supplier Property is in breach of any representation, warranty or covenant of Supplier under this Agreementnot satisfactory, and either Purchaser provides written notice thereof to Seller on or before expiration of 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 creditorsInspection Period, 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 Lessee are unable to agree upon the terms and conditions of the Lease Agreements as provided in Section 1.03, or Purchaser’s Affiliates, due to Supplier’s or Supplier’s Affiliates’ breach or non-performance; or (d) if at any xxxx Xxxxxx provides any Disclosures (idefined below) 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, to Purchaser which are unsatisfactory in any case, without Purchaser’s prior written consent; or (e) if Purchaser’s Customer cancels or terminates its contract with respect to Purchaser related to the Goods; or (f) at any time as Purchaser may determine in its sole discretion. In all instances , and in any such event, Purchaser provides written notice of terminationany unsatisfactory Disclosures to Seller within three (3) Business Days of Purchaser’s receipt of such Disclosures, then, upon any of the foregoing events, Purchaser shall have the option to (i) terminate this Agreement in which event neither Seller nor Purchaser shall have any further duties or obligations under this Agreement except as otherwise provided herein (including without limitation, the Purchaser will remain obligated for authorized outstanding invoices payment of Transaction Costs 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) the other expenses as set forth in Section 1.05), or (ii) waive such Noticematter and proceed to close with respect to all of the Properties. In the event that this Agreement is terminated (other than as a result of Seller’s default hereunder), to the extent assignable, Purchaser will assign all of its right, title and interest, if any, in any due diligence materials received by Purchaser and paid for by Seller as part of the Transaction Costs, all without representation or warranty, express or implied.

Purchaser’s Right to Terminate. PurchaserPurchaser shall have the right, in its sole discretionfor any reason or no reason, may by giving Seller and Title Company written notice (the “Termination Notice”) on or before 5:00 p.m. Phoenix Time on December 7, 2012 (the “Approval Date”) to terminate this Agreement, in whole . If the Termination Notice is timely given (or in part (i.e., with respect to certain Goodsdeemed given as set forth below), without payment the Title Company shall return the Deposit to Purchaser and neither party shall have any further liability hereunder except for the obligations 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 Purchaser and Seller surviving under this Agreement. If Purchaser elects to proceed with this Agreement, and either Purchaser shall give written notice to Seller on or before 5:00 p.m. Phoenix Time on the breach cannot be cured orApproval Date. If Purchaser fails, 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 for any 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 involuntarilyno reason, to any proceeding under any domestic or foreign bankruptcy or insolvency Lawtimely deliver written notice to Seller that it elects to proceed with this Agreement, (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 be deemed to have elected to terminate this Agreement under this Section 6.2 will be effective on Purchaser’s delivery to Supplier 3.6. Notwithstanding the fact that the Tenant Lease contains a tenant right of written Notice first refusal or right of termination or first offer (either such later date (if any) right, a “ROFR”), Purchaser hereby agrees that its inspections shall commence and run through the Approval Date as set forth in this Section 3, and commencement thereof shall not be tolled pending receipt of a written waiver of such NoticeROFR by Tenant; provided, however, that in return therefor, Seller hereby agrees that, in the event Tenant does give notice of its intent to exercise the ROFR or does actually exercise the ROFR, Seller shall promptly reimburse to Purchaser all reasonable out-of-pocket and third-party property diligence expenses incurred by Purchaser, including, without limitation, reasonable attorneys’ fees and costs, in an amount not in excess of $50,000 in the aggregate.