Purchaser’s Termination Rights Sample Clauses

Purchaser’s Termination Rights. If, based on the information provided with Purchaser's notice to Company under Section 5.15.3, the after-tax cost of all remedial or other corrective actions and measures required by applicable Law to be taken with respect to the Investigated Property is estimated to exceed, in the aggregate, $5,000,000, or if the cost of such actions and measures cannot be so reasonably estimated, then, for a period of 15 Business Days following receipt of the notice, Purchaser shall have the right pursuant to Section 7.1.9 to terminate this Plan of Merger, which shall be Purchaser's sole remedy in such event.
Sample 1
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Purchaser’s Termination Rights. If, as a result of the inspections conducted pursuant to this Agreement, Purchaser determines, in its sole and absolute discretion, that the Property is not suitable to Purchaser for any reason or no reason, then Purchaser may terminate this Agreement by written notice given to Seller on or before the expiration of the Inspection Period (the “Termination Notice”), in which event, the Deposit will be released to Seller, unless such termination is pursuant to a Refundable Termination Right (in which event the Deposit will be returned to Purchaser), and neither party shall have any further obligation or liability to the other party hereunder except that Purchaser shall remain liable for its indemnity obligations under Section 4.03 and such other obligations that expressly survive the termination of this Agreement. If Purchaser fails to provide the Termination Notice in accordance with this Section 4.05 prior to the expiration of the Inspection Period, Purchaser’s right to terminate this Agreement under this Section 4.05 shall expire.
Sample 1
Purchaser’s Termination Rights. In the event that Purchaser is not satisfied in Purchaser's sole and absolute discretion with the results of any of Purchaser's inspections, examinations, tests, investigations, analyses and appraisals, then and in such event, Purchaser shall have the right, on or before the expiration of the Inspection Period, time being of the essence, to terminate this Agreement upon written notice to Seller whereupon Escrow Agent shall return the Exxxxxx Money to Purchaser. Thereafter neither party shall have any rights against the other with respect to the terms and provisions of this Agreement, except as expressly provided otherwise in this Agreement. In the event the Closing does not occur and this Agreement is terminated, (a) Purchaser shall return to Seller the originals of the materials previously furnished to Purchaser by Seller and Purchaser shall use commercially reasonably efforts to destroy all copies made thereof, provided, however, Purchaser shall have no obligation to destroy all copies to the extent necessary to comply with governmental regulations or doing so would constitute a violation of any professional responsibilities or subject Purchaser or Purchaser's employees or representatives to any criminal penalty or civil liability, and (b) Purchaser shall deliver to Seller copies of all appraisals, engineering reports and environmental reports in Purchaser's possession or readily obtainable by Purchaser, prepared by unrelated third parties on behalf of Purchaser during the Inspection Period ("Purchaser Due Diligence Reports"), provided, however, (i) except as provided in Paragraph 2.1 hereof Purchaser shall have no obligation to deliver to Seller any Purchaser Due Diligence Reports prepared by Purchaser or any of Purchaser's affiliates, (ii) Purchaser's obligation to deliver the Purchaser Due Diligence Reports shall be subject to the rights of the third parties who prepared the same and any right such third party may have to refuse to consent to the delivery of a copy of same to Seller as permitted under such third party's contract with Purchaser, and without limiting the foregoing, Purchaser shall have no obligation to furnish Seller with a "use and rely" letter or similar agreement from such third parties, and (iii) Seller expressly acknowledges and agrees that nothing contained in or omitted from any of the Purchaser Due Diligence Reports shall limit or diminish Purchaser's sole and absolute discretion in determining whether Purchaser is satisfied wit...
Sample 1
Purchaser’s Termination Rights. Purchaser, in its sole and absolute discretion, may, upon written notice to Servicer, (i) terminate (A) this Second Amended Agreement and/or (B) the rights and obligations of Servicer set forth in this Second Amended Agreement, or (ii) terminate (A) any portion of this Second Amended Agreement, (B) the Second Amended Agreement with respect to any portion of the Transactions serviced hereunder, and/or (iii) any particular right(s) and obligation(s) of Servicer set forth in this Second Amended Agreement, while keeping the remainder of this Second Amended Agreement in full force and effect (and notify in the appropriate circumstances the applicable Obligor(s) to make all subsequent Payments directly to Purchaser) upon the occurrence of any Event of Default.
Sample 1
Purchaser’s Termination Rights. If, based on the information provided with Purchaser’s notice to Company under Section 5.18.3, the after-tax cost of all remedial or other corrective actions and measures required by applicable Law to be taken with respect to the Investigated Property is estimated to exceed, in the aggregate, $1,500,000, or if the cost of such actions and measures cannot be so reasonably estimated, then for a period of 15 Business Days following receipt of the notice, Purchaser shall have the right pursuant to Section 7.1.9 to terminate this Plan of Merger, which shall be Purchaser’s sole remedy in such event.
Sample 1
Purchaser’s Termination Rights. If Seller fails to attempt or is unable to cure all of the Purchaser’s valid objections to the condition of the Seller’s title hereunder of which Xxxxxx received timely notice as provided in Subsection 4(d) above, or if the Seller fails to remove all such objections, if any, which the Seller has agreed to attempt to cure within the time allowed herein, then at the option of the Purchaser, to be exercised by the Purchaser within ten (10) days after the last date on which the Seller may elect to attempt to remove such title objections, if no such election is received, or, if Seller elects to attempt to cure or satisfy some or all of such objections, then within ten (10) days after the last date on which the Seller may provide evidence that all such objections have been cured and satisfied, Purchaser may, in Purchaser’s sole discretion: (i) waive all of Purchaser's unsatisfied objections (other than Monetary Encumbrances) and purchase the Property, in which case, all remaining Existing Title Exceptions other than Monetary Encumbrances shall become Permitted Exceptions; or (ii) terminate this Agreement by written notice to the Seller, in which case Seller shall promptly refund any Xxxxxxx Money paid (less the sum of TWO HUNDRED TWENTY-FIVE AND 00/100 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.
Sample 1
Purchaser’s Termination Rights. If Purchaser, after the date hereof, obtains knowledge at or prior to Closing of any matter entitling Purchaser to terminate this Agreement (individually or collectively, as applicable, a "Post Signing Termination Matter"), including without limitation a breach of a representation or warranty or an unacceptable Estoppel Certificate (as hereinafter defined), and the aggregate amount of the loss to Purchaser in connection with the Post Signing Termination Matter is reasonably quantifiable and is for an amount of $2,500,000 or less in the aggregate, Purchaser shall remain obligated to acquire the Property on the terms set forth in this Agreement and Seller shall indemnify Purchaser for all losses suffered in connection with such Post Signing Termination Matters up to the amount of $2,500,000 in the aggregate. If Purchaser obtains knowledge at or prior to Closing of any Post Signing Termination Matter which is reasonably quantifiable and the aggregate loss exceeds $2,500,000 in the aggregate, Purchaser may (x) terminate this Agreement and receive a return of the Deposit in which case the parties hereto shall have no further rights or obligations hereunder, except those specifically stated to survive a termination of this Agreement or (y) acquire the Property. If Purchaser shall acquire the Property, Purchaser agrees that (except as provided in Section 3.3.) it shall not have the right to raise a claim pursuant to Section 18.21 with respect to the Post Signing Termination Matter of which Purchaser had prior knowledge and Seller shall indemnify Purchaser for all losses suffered in connection with such Post Signing Termination Matter up to $2,500,000 in the aggregate. Seller's indemnity in this Section 3.8 shall be covered by the Guaranty. It is understood that the Post Signing Termination Matters shall not include any issues relating to the following: base year amounts; costs for cleaning; insurance; taxes and electricity; reduction of sundry income; income and expense of fitness center; or the physical condition of the Building (except that the Post Signing Termination Matters shall include matters related to Seller's obligations herein to (a) repair and maintain the Building from the date hereof to the date of Closing, (b) comply with its obligations pursuant to Article XIV and (c) perform the items set forth on Exhibits H and I) and Purchaser waives all rights to terminate this Agreement or to claim for indemnity or breach of representation with respect there...
Sample 1
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Related to Purchaser’s Termination Rights

  • 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.

  • Termination Rights 17.1 In addition to any other termination rights it has, the Department may terminate this Contract at any time by issuing a Notice to the Training Provider. Such a termination will take effect 20 Business Days after the Notice takes effect under Clause 14.2, or at any later time specified in the Notice. 17.2 If the Department terminates this Contract under Clause 17.1, it will determine and pay: a) amounts that, in its reasonable opinion, are due and payable under Clause 8 as at the date of termination; and b) reasonable costs (but not including loss of profit or income) that, in its reasonable opinion, have been necessarily and directly incurred by the Training Provider as a result of the termination, provided that the Training Provider has, to the reasonable satisfaction of the Department: i) used its best efforts to minimise any costs arising as a result of the termination; and ii) provided adequate documentary evidence to substantiate those costs. 17.3 This Contract may be terminated at any time by written agreement between the Parties. 17.4 The Department may terminate this Contract immediately by issuing a Notice to the Training Provider if: a) the Training Provider commits a Material Breach; b) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) which cannot be remedied; c) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) and it: i) fails to commence action to remedy the breach within 10 Business Days after the Department has served a Notice requiring it to do so; or ii) having commenced action to remedy the breach, fails to complete that action as soon as possible and in any event within 20 Business Days of the Department's Notice; d) without limiting paragraphs (a) to (c), the Training Provider fails to provide some or all of the Training Services for which Funds have been claimed and/or paid or any such Training Services are not provided to a standard satisfactory to the Department; e) there has been any fraud, or the Department reasonably suspects any fraud, relating to the Training Provider or the Funds, or there has been any misappropriation of Funds by the Training Provider or any other misleading or deceptive conduct on the part of the Training Provider in connection with this Contract or the claiming, receipt or use of the Funds; f) the Training Provider’s registration as a registered training organisation under the Act or the National Act is suspended, withdrawn, cancelled or otherwise ceases; g) an Other VET Funding Arrangement Termination Event occurs;

  • Other Termination Rights This Agreement may be terminated at any time prior to the Closing by the applicable party if and to the extent permitted in Part V of Appendix B.

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Additional Termination Rights (a) BMS has the right to terminate this License Agreement upon delivery of written notice to MPP upon the occurrence of any of the following: (i) the failure of MPP to ensure a sufficient supply of the Licensed Products in the formulations and strengths listed in Schedule A to meet substantially the needs in the Territory, other than isolated, temporary shortages of less than 90 days if such shortage is not cured (other than by means of a reallocation of Licensed Products that has the effect of creating shortage elsewhere) with 90 days after written notice to MPP by BMS; (ii) the failure of MPP to comply with BMS's reasonable requests under Sections 5(b) through (c) of this License Agreement; (iii) any failure by the MPP of ensuring compliance with relevant OFAC regulations under Section 2.8 of this License Agreement; (iv) if in the reasonable opinion of BMS, control (through ownership or otherwise) or MPP changes; (b) either of BMS and MPP will have the right to terminate any Sublicense Agreement, upon delivery of written notice to the relevant Sublicensee(s) upon the occurrence of any of the following; (i) the occurrence of any material safety issue that BMS reasonably believes makes it inadvisable to proceed or continue with the commercialization of the Licensed Product in the Territory; (ii) without prejudice to Section 2.7(c), a cross-border diversion of the Licensed Compound and/or Licensed Products whereby any Sublicensee (directly or indirectly or through a Third Party, located in or out of the Territory) uses, offers for sale, sells, has sold Licensed Compound and/or Licensed Products for use in any country outside of the Territory; (iii) any failure by the Sublicensees to comply with the quality requirements under Section 6.2 of this License Agreement; (iv) the failure by the respective Sublicensee to file for registration all of the Licensed Products in the the Territory for all of the formulation and strengths listed in Schedule A within thirty (30) months of the Effective Date of each Sublicense Agreement Agreement; (v) the occurrence of a direct or indirect change of control of Sublicensee that has not been consented to by BMS and MPP in writing; and/or (vi) in the event of any serious or intentional violation of any laws and regulations or misappropriation of a Third Party’s intellectual property rights by a Sublicensee anywhere in the world, which in BMS’s and MPP’s judgment, may reflect unfavorably on BMS, MPP, their reputation or the Licensed Products.

  • Term; Termination; Rights on Termination The term of this Agreement shall begin on the date hereof and continue for three (3) years, and, unless terminated sooner as herein provided, shall continue thereafter on a year-to-year basis on the same terms and conditions contained herein in effect as of the time of renewal (such initial three year period and any extensions thereof being referred to herein as the "Term"). This Agreement and Employee's employment may be terminated in any one of the following ways:

  • Landlord’s Termination Right Whether or not the Premises are affected, Landlord may, by notice to Tenant, within 60 days following the date upon which Landlord receives notice of the Taking of all or a portion of the Real Property, the Building or the Premises, terminate this Lease, provided that Landlord elects to terminate leases (including this Lease) affecting at least 50% of the rentable area of the Building.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes

  • 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:

  • Waiver of Termination Rights The Employee waives any and all rights to compensation or damages as a result of a Termination, insofar as those rights result or may result from: (a) the loss or diminution in value of such rights or entitlements under the Program; or (b) the Employee ceasing to have rights, or ceasing to be entitled to any Awards under the Program as a result of such Termination.

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