Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing:
(a) by mutual written consent of the Parties;
(b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements;
(c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or
(d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect.
Right of Termination. This Agreement may be terminated at any time at or prior to the Closing:
(a) by mutual written consent of the Parties;
(b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date;
(c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date;
(d) by either Party, if the Closing shall not have occurred on or before July 15, 2012;
(e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein;
(f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price;
(g) by Buyer in accordance with Section 13.04(c); or
(h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.
Right of Termination. (1) In the event that:
(a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, for settlement purposes as against the Settling Defendants or does so in a materially modified form;
(b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as against the Settling Defendants;
(c) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof;
(d) the Ontario or Quebec Court approves this Settlement Agreement in a materially modified form;
(e) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that the Ontario settlement approval order does not include the following language:
(1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and
(2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.
(f) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders;
(g) the Settlement Amount is not paid in accordance with section 3.1(1); or
(h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17, within thirty (30) days following an event described above.
(2) Except as provided for in section 6.3, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwi...
Right of Termination. This Plan of Merger may be terminated pursuant to the terms and conditions of the Agreement at any time prior to the Effective Time.
Right of Termination. (1) In the event that:
(a) any Court declines to certify or authorize the relevant Proceedings for the purposes of the Settlement Agreement;
(b) the Ontario Court declines to dismiss the Ontario Action against the Settling Defendants or the Quebec Court declines to declare settled out of court the Proceedings against the Settling Defendants;
(c) any Court declines to approve this Settlement Agreement or any material part hereof;
(d) any Court approves this Settlement Agreement in a materially modified form;
(e) any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule C; or
(f) any orders approving this Settlement Agreement made by the Courts do not become Final Orders; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 14.17, within thirty (30) days following an event described above.
(2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 14.17.
(3) Except as provided for in Section 5.4, if the Settlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason.
(4) Any order, ruling or determination made or rejected by any Court with respect to:
(a) Class Counsel Fees or Class Counsel Disbursements; or
(b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.
Right of Termination. (1) In the event that:
(a) the Court declines to certify the Proceeding for the purposes of the Settlement Agreement;
(b) the Court declines to dismiss the Proceeding against the Settling Defendants;
(c) the Court declines to approve this Settlement Agreement or any material part hereof;
(d) the Court approves this Settlement Agreement in a materially modified form;
(e) the Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement or not substantially in the form attached to this Settlement Agreement as Schedule B; or
(f) any order approving this Settlement Agreement made by the Court does not become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17, within thirty (30) days following an event described above.
(2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17.
(3) Except as provided for in Section 6.4, if the Settlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason.
(4) Any order, ruling or determination made or rejected by any Court with respect to:
(a) Class Counsel Fees or Class Counsel Disbursements;
(b) the opt-out process; or
(c) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.
Right of Termination. This Agreement may be terminated upon:
A. Mutual written consent of the Parties;
B. Written notice by College or High School to the other party at least ninety- days prior to the date of termination. Termination under this sub-section will occur on the day after the end of the semester in which the ninety-day period expires; or
C. Material breach of this Agreement. A material breach of this Agreement includes, but is not limited to, a violation of DCCCD Policies, a misrepresentation or false statement by one of the Parties, or non- performance of a party’s duties.
Right of Termination. This XXX may be terminated upon:
A. Mutual written consent of the Parties;
B. Either Party may terminate this XXX on 120 days' written notice to the other Party.
C. Termination may occur immediately upon the breach of this XXX by one of the Parties. A material breach of this XXX includes, but is not limited to, a violation of College Policies or the policies of Dallas ISD, the making of a misrepresentation or false statement by one of the Parties, nonperformance of the Party's duties, or the occurrence of a conflict of interest between the Parties.
D. This XXX may also be terminated immediately if Dallas ISD has not received authority for ECHS designation renewal from the Texas Education Authority ("TEA"), in compliance with section 102.1091 of the Texas Administrative Code (“Designation”). In the event Dallas ISD does not receive Designation, Dallas ISD shall provide College with written notice of such non-renewal within ten days of the date on which Designation would be due from TEA.
E. Provided, further, that the Parties agree that performance by the College under this XXX may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (the "Legislature") and/or allocation of funds by the College’s Board of Trustees (the "Board"). If the Legislature fails to appropriate or allot the necessary funds, or the Board fails to allocate the necessary funds, then College will issue written notice to Dallas ISD and either Party may terminate this XXX without further duty or obligation under this XXX. Dallas ISD acknowledges that appropriation, allotment, and allocation of funds are beyond the control of College.
F. If a Party is compensated under this XXX, all compensation under this XXX shall be prorated to the date of termination.
Right of Termination. This XXX may be terminated upon:
A. Mutual written consent of the Parties;
B. Either Party may terminate this XXX on 120 days' written notice to the other Party.
C. Termination may occur immediately upon the breach of this XXX by one of the Parties. A material breach of this XXX includes, but is not limited to, a violation of College Policies or the policies of the School District, the making of a misrepresentation or false statement by one of the Parties, nonperformance of the Party's duties, or the occurrence of a conflict of interest between the Parties.
D. This XXX may also be terminated immediately if the School District has not received authority for ECHS/P-TECH designation renewal from the TEA, in compliance with section 102.1091 of the Texas Administrative Code (“Designation”). In the event the School District does not receive Designation, the School District shall provide College with written notice of such non-renewal within ten days of the date on which Designation would be due from TEA.
E. Upon written notice by the College to the School District of the non-appropriation of funds by the Board and/or the Legislature. In the event of non-appropriation, the College will issue written notice to the School District and either Party may terminate this XXX without further duty or obligation under this XXX. The School District acknowledges that appropriation, allotment, and allocation of funds are beyond the control of the College.
F. If a Party is compensated under this XXX, all compensation under this XXX shall be prorated to the date of termination.
Right of Termination. (a) Lessee shall have the right at its option to terminate this Lease during the Base Lease Term, effective only on a Termination Date occurring on or after the fifth anniversary of the Delivery Date, if:
(i) Lessee makes a good faith determination that the Aircraft either has become economically obsolete or is surplus to Lessee's requirements and the Chief Financial Officer or Treasurer of Lessee so certifies in writing to Lessor; and
(ii) written notice of Lessee's exercise of its option to terminate this Agreement shall be given to Lessor not less than 90 days prior to the proposed Termination Date specified in such notice.
(b) Lessor shall notify Lessee and Mortgagee of Lessor's intention to sell or retain the Aircraft, as provided in this Section 9, within 30 days after Lessee gives Lessor written notice pursuant to Section 9.1(a)(ii). Any failure by Lessor to give such notice of its election shall be deemed to be an election to sell the Aircraft, as provided in this Section 9.
(c) Any termination pursuant to this Section 9 shall become effective on the date of the sale, if any, pursuant to Section 9.2 or upon the date of termination and payment by Lessee and Lessor in accordance with Section 9.3 if Lessor elects to retain the Aircraft.
