Right of Parties to Terminate Sample Clauses

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by mutual written consent of the Parties; (b) by either the Seller or the Purchaser, by written notice to the other Party, if the Closing has not occurred on or prior to the close of business on April 25, 2010 (the “End Date") and in that case no Party may terminate this Agreement according to this Section 6.1(b) prior to such extended date; provided, further, however, that this Agreement may be terminated earlier pursuant to this Section 6.1(b) in the case of a final and unappealable determination by a relevant governmental authority not to issue an approval required for the consummation of the transactions contemplated hereby. (c) by Seller in the event that any of the following conditions and/or events and/or actions have not occurred or maintained (as applicable) by the date designated therefor (subject to a cure period of three business days), provided that the timely occurrence of each of the following conditions and/or events and/or actions shall be deemed to constitute part of the Purchaser's obligations and covenants hereunder and Purchaser's failure to timely comply with any of such obligations shall be deemed to constitute a material breach of this Agreement which entitles the Seller to immediately terminate this agreement: (i) Within no later than seven (7) days following the date hereof (the "First Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS600 million, including the Signing Date Available Cash Amount (such amount, the "7-day Available Cash Amount"). (ii) Within no later than thirty (30) days following the date hereof (the "Second Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS1.00 billion, including the 7-day Available Cash Amount (such amount, the "Required Available Cash Amount"). (iii) Within no later than the 120th Day, the Purchaser shall have secured sufficient committed financing of no less than NIS4.25 billion (the "Third Milestone"). (iv) The Purchaser shall maintain in its bank accounts at all times following the 30-day period subsequent to the date hereof and until the 120th Day such level of available Cash amount of not less than the Required Available Cash Amount. (v) No later than the 120th Day (the "...

Right of Parties to Terminate. This Agreement may be terminated: 8.01 1 by GD Sub, if any of the authorizations, consents, approvals, filings or registrations described in Section 6.01 hereof, other than as may pertain to those Contracts and Leases for which the necessity of obtaining consent to assignment is waived by GD Sub as indicated on Schedule 3.25, shall have been denied, not permitted to go into effect or obtained on terms not reasonably satisfactory to GD Sub and all reasonable final appeals shall have been exhausted;

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by mutual written consent of the Parties; or (b) by a Party by written notice to the other Party, if the Closing has not occurred on or prior to the close of business, Eastern Time, January 31, 2019 (the “Initial End Date”) without any mutual agreement to extend the Initial End Date on one or more occasion through and including February 15, 2019 (the “End Date”), in that case no Party may terminate this Agreement according to this Section 7.1(b) prior to such extended date. The right of a Party to terminate this Agreement pursuant to this Section 7.1 shall not be available to the Party whose failure to fulfil or cause to be fulfilled, in any manner, any obligation under this Agreement has contributed to the failure of the Closing to have occurred by the Initial End Date (or, if the Parties extend the Initial End Date pursuant to this Section 7.1(b), by such Initial End Date or End Date), whether such failure was caused by such Party’s intentional failure, by its omission or failure to act or otherwise through any fault of such Party.

Right of Parties to Terminate. In addition to either party's right to terminate as otherwise provided herein, this Agreement may be terminated: (a) by Buyer if the Company shall have breached any of its obligations hereunder in any material respect; or (b) by the Company if Buyer shall have breached any of its obligations hereunder in any material respect. The Buyer shall have the right to terminate this Agreement or extend the Closing Date under this Agreement in the event that any of the Conditions to Obligations of the Buyer specified in Section 10 have not been fulfilled at or prior to the Closing Date unless waived by Buyer in its sole discretion.

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Party, by written notice to the other Party, if the Closing has not occurred on or prior to the close of business on February 15, 2010 (the “Initial End Date"); provided, however, that either Party may extend the Initial End Date until February 22, 2010, and provided further that the Seller, in its sole discretion, may extend the Initial End Date by up to four one-month periods, until not later than June 22, 2010 (the "End Date") by written notice to the Purchaser to be issued not later than February 22, 2010 and each subsequent one-month anniversary thereof; provided, further, that if a Party is in breach and such breach prevented the closing from occurring shall not be permitted to terminate the Agreement pursuant to this section 10.1(b). (c) without derogating from the provisions of Section 11.5, by either Party, if the other Party has materially breached any covenant or agreement contained in this Agreement; provided, however, that the non-breaching Party may not terminate this Agreement pursuant to this Section 10.1(c) unless such breach would cause any of the conditions specified in Section 5 not to be satisfied and any such breach has not been cured within fifteen (15) Business Days after written notice by the non-breaching Party to the breaching Party informing the breaching Party of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that the terminating Party may not terminate this Agreement pursuant to this Section 10.1(c) if it is then in material breach of the terms of this Agreement.

Right of Parties to Terminate. 18.1.1 This Agreement may be terminated by the Buyer if: (a) Any of the licenses, permits, or consents described in Sections 11.2 and 11.3 have been denied, not permitted to go into effect, or obtained on terms not reasonably satisfactory to the Buyer and all reasonable final appeals have been exhausted; or (b) The Seller breaches any of its obligations under this Agreement in any material respect. 18.1.2 This Agreement may be terminated by the Seller if: (a) Any of the consents described in Section 11.3 have not been obtained on terms satisfactory to the Seller; or (b) The Buyer breaches any of its obligations under this Agreement in any material respect. 18.1.3 This Agreement may be terminated by either the Seller or the Buyer, by written notice to the other party, if the Closing fails to occur on or before November 30, 2009; however, the right to terminate this Agreement under this Section 18.1.3 will not be available to any party whose failure to fulfill or perform any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date.

Right of Parties to Terminate. (a) This Agreement may be terminated by the Buyer if: (i) Any of the licenses, permits, or consents described in Sections 13.2 and 13.3 have been denied, not permitted to go into effect, or obtained on terms not reasonably satisfactory to the Buyer and all reasonable final appeals have been exhausted; or (ii) The Seller breaches any of its obligations under this Agreement in any material respect. (b) This Agreement may be terminated by the Seller if: (i) Any of the consents described in Section 13.3 have not been obtained on terms satisfactory to the Seller; or (ii) The Buyer breaches any of its obligations under this Agreement in any material respect.

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by mutual written consent of the Parties; or (b) by a Party by written notice to the other Party, if the Closing has not occurred on or prior to the Closing Date (the “End Date"). The right of a Party to terminate this Agreement pursuant to this Section 7.1 shall not be available to the Party whose failure to fulfil or cause to be fulfilled, in any manner, any obligation under this Agreement has contributed to the failure of the Closing to have occurred by the End Date, whether such failure was caused by such Party’s intentional failure, by its omission or failure to act or otherwise through any fault of such Party.

Right of Parties to Terminate. This Agreement may be terminated: (a) by the Buyer, if the Seller shall have breached any of its material obligations hereunder or under the Management Services Agreement or of the Buyer is unable to obtain satisfactory consents or approvals to consummate the transaction; or (b) by the Seller, if the Buyer shall have breached any of its material obligations hereunder or under the Management Services Agreement; or (c) by mutual written agreement by both parties to the Agreement.

Right of Parties to Terminate. 17.1.1 Termination Prior to the Effective Date. This Agreement may be terminated prior to the Effective Date: (a) Subject to Section 20.5, by Leaseco, on behalf of all LG&E Parties, if any of the authorizations, consents, approvals, filings or registrations required as a condition to both Phase I and Phase II in Schedule 3.1 and Schedule 3.2 hereof shall have been denied, not permitted to go into effect or obtained on terms not reasonably satisfactory to the LG&E Parties and all reasonable final appeals shall have been exhausted; (b) Subject to Section 20.5, by Big Rivers, if any of the authorizations, consents, approvals, filings or registrations required as a condition to both Phase I and Phase II in Schedule 3.1 and Schedule 3.2 hereof shall have been denied, not permitted to go into effect or obtained on terms not reasonably satisfactory to Big Rivers and all reasonable final appeals shall have been exhausted; (c) By Leaseco, on behalf of all LG&E Parties, if Big Rivers shall have breached or defaulted under any of its obligations hereunder in any material respect and such breach or default, if curable, is not cured by the defaulting Party within the period prescribed in Section 17.2; (d) By Big Rivers, if any of the LG&E Parties shall have breached or defaulted under any of its obligations hereunder in any material respect, and such breach or default, if curable, is not cured by the defaulting Party within the period prescribed in Section 17.2; (e) By either Big Rivers or Leaseco, on behalf of all LG&E Parties, by written notice to the other Party, if the Closing shall not have occurred on or prior to December 31, 1998; (f) [RESERVED] (g) By Big Rivers, if, after notice to Leaseco, as agent for the LG&E Parties, and a hearing, the Bankruptcy Court determines, after taking into consideration the Parties obligations under Section 20.5, that it is reasonably certain that any of the conditions precedent to Big Rivers' obligations to close the Phase I transaction or, if it is to precede the Phase I transaction, the Phase II transaction, will not occur or be satisfied prior to December 31, 1998; or (h) By Leaseco, as agent for the LG&E Parties, if, after notice to Big Rivers, and a hearing, the Bankruptcy Court determines, after taking into consideration the Parties obligations under Section 20.5, that it is reasonably certain that any of the conditions precedent to Big Rivers' obligations to close the Phase I transaction or, if it is to precede the Phase I...