Purchaser's Termination Notice Sample Clauses

Purchaser's Termination Notice. Subject to the provisions of the last paragraph of this Section 4.2, the Purchaser shall have the right to elect to terminate this Agreement by giving written notice (the "Purchaser's Termination Notice") of such election to the Seller at any time prior to the expiration of the Due Diligence Period if the Purchaser shall determine (in the exercise of its reasonable discretion) that any of the following conditions to termination are met as of the date of the Purchaser's Termination Notice, in which event the provisions of Section 14.1 shall apply:
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Purchaser's Termination Notice. The Purchaser shall have the right in its sole and absolute discretion to elect to terminate this Agreement by giving written notice (the "Purchaser's Termination Notice") of such election to the Sellers at any time prior to 5:00 P.M. New York time on the last day of the Due Diligence Period. If for any reason whatsoever the Sellers shall not have actually received the Purchaser's Termination Notice prior to the expiration of the Due Diligence Period, the Purchaser shall be deemed to have irrevocably waived its right of termination under this Section 4.2, and such right of termination shall be of no further force or effect. 4.3.
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Purchaser's Termination Notice. Subject to the provisions of the last two paragraphs of this Section 4.2, the Purchaser shall have the right to elect to terminate this Agreement by giving written notice (the "Purchaser's Termination Notice") of such election to the Sellers at any time prior to the expiration of the Due Diligence Period if the Purchaser shall determine (in the exercise of its reasonable discretion) that any of the following conditions to termination are met as of the date of the Purchaser's Termination Notice, in which event the provisions of Section 14.1 shall apply: (a) The Purchaser shall have determined, based upon a site assessment study conducted at Purchaser's sole expense by Dames & Mxxxx or any other qualified engineering firm proposed by Purchaser and approved by Sellers that there is oil, hazardous substances, hazardous materials, hazardous or toxic waste, or friable and accessible asbestos-containing materials present on any Property in an amount which would require remediation under Applicable Environmental Law. (b) The Purchaser shall have determined, based upon a final engineering study covering the Buildings and any other existing structures on any Property, that there are material defects (as opposed to ordinary wear and tear given the age of such Property and the materials used at the time of the construction thereof) in any roof, foundation, sprinkler mains, structural elements and masonry walls of any of the Buildings or related heating, ventilating and air-conditioning, electrical, sanitation, water, or mechanical systems. (c) The Purchaser shall have determined, based upon a legal opinion from its special counsel, that any of the Buildings as presently constructed and used violate in a material respect applicable federal or state law or governmental regulation, or local ordinance, order or regulation, including but not limited to laws, regulations or ordinances relating to land use, zoning, building use and occupancy, subdivision control, fire protection, public health and safety, wetlands protection and protection of the environment. (d) The Purchaser shall have determined that the Leases, the income and expenses and property tax bills for any Property do not conform in all material respects to the information contained in the original Confidential Offering Memorandum or any subsequent supplemental information provided by the Broker. (e) The Purchaser shall have determined that the Contracts are not in form and substance reasonably acceptable to the...
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Purchaser's Termination Notice. Subject to the last sentence of this Section 4.2, the Purchaser shall have the absolute and unconditional right to elect to terminate this Agreement by giving written notice (the "Purchaser's Termination Notice") of such election to the Seller at any time prior to the expiration of the Due Diligence Period. If the Purchaser's Termination Notice has not been deemed to have been both given by the Purchaser and received by the Seller prior to the expiration of the Due Diligence Period under Section 16, the Purchaser shall be deemed to have irrevocably waived the right of termination granted under this Section 4.2, and such right of termination shall be of no further force or effect.
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Purchaser's Termination Notice. Subject to the provisions of the last sentence of this Section 4.2, the Purchaser shall have the absolute and unconditional right to elect to terminate this Agreement by giving written notice (the "PURCHASER'S TERMINATION NOTICE") of such election to the Seller at any time prior to the expiration of the Due Diligence Period. In such event, all of the Deposit except One Hundred Dollars ($100) shall be promptly returned to the Purchaser. The remaining One Hundred Dollars ($100) shall be paid to the Seller as consideration for entering into this Agreement. If for any reason whatsoever the Seller shall not have received the Purchaser's Termination Notice prior to the expiration of the Due Diligence Period, the Purchaser shall be deemed to have irrevocably waived the right of termination granted under this Section 4.2, and such right of termination shall be of no further force or effect.
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Purchaser's Termination Notice. Subject to the provisions of the last paragraph of this Section 4.2, the Purchaser shall have the right to elect to terminate this Agreement by giving written notice (the "Purchaser's Termination Notice") of such election to the Seller at any time prior to the expiration of the Due Diligence Period if the Purchaser shall determine, in Purchaser's sole discretion, that the Property is not satisfactory for any reason whatsoever. If for any reason whatsoever the Seller shall not have received the Purchaser's Termination Notice prior to the expiration of the Due Diligence Period, the Purchaser shall be deemed to have irrevocably waived the right of termination granted under this Section 4.2, and such right of termination shall be of no further force or effect, provided, however, failure by the Purchaser to deliver Downpayment B on or before the date hereof shall be deemed receipt by Seller of Purchaser's Termination Notice as of such time and date. Purchaser and Seller acknowledge and agree that the Due Diligence Period has terminated and that the Purchaser has no right to terminate the Agreement pursuant to this Section 4.2.
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Related to Purchaser's Termination Notice

  • Termination Notice Except in the event of Executive's death, a termination under this Agreement shall be effected by means of a Termination Notice.

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Purchase Contract Payments (including any deferred or accrued and unpaid Purchase Contract Payments), if the Company shall have such obligation, and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred.

  • Early Termination Notice If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party a notice (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless, prior to such thirtieth calendar day, the TRA Party Representative (a) provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (b) provides a written waiver of such right of a Material Objection Notice, in which case such Schedule will become binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding ten (10) calendar days after the conclusion of the Reconciliation Procedures.

  • Termination Upon Notice This Agreement may be terminated at any time without cause by either party giving the other party one hundred eighty (180) days written notice.

  • Buyer’s Termination Right If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.

  • Notice of Termination Event Upon the occurrence of a Termination Event, the Company shall deliver written notice to the Purchase Contract Agent, the Collateral Agent and the Securities Intermediary within a reasonable amount of time and to the extent permitted by law.

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • Additional Termination Event If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

  • Notice of Termination Events Neither any Purchaser Agent nor the Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or an Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall promptly give notice thereof to the Administrator. The Administrator shall take such action concerning a Termination Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC Participants), but until the Administrator receives such directions, the Administrator may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.

  • Termination Option Event The term “

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