Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if either Party (a) fails to comply with any of the material terms or conditions of the Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Party and a reasonable opportunity for cure (not to exceed thirty (30) days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards.
21.2 If the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the Company Reimbursable Costs for:
a. all Work completed on or before the effective date of termination or cancellation;
b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled;
c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and
d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.
Right to Terminate Agreement. This Agreement may be terminated prior to the Closing:
(a) by the mutual written consent of the Parties;
(b) by any Party (by delivery of a written termination notification in accordance with Section 8.2) at any time after October 31, 2010, if the Closing has not taken place on or before October 31, 2010, unless the failure of the Closing to take place on or before such date is attributable to a breach by such Party of any of its obligations set forth in this Agreement;
(c) by Seller (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach on the part of Purchaser of any of its representations, warranties or covenants such that the condition set forth in Section 7.1 or Section 7.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Seller shall have given written notice of such breach to Purchaser, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Purchaser, (iv) such breach shall not have been cured and (v) Purchaser shall not be using its commercially reasonable efforts to attempt to cure such breach; or
(d) by Purchaser (by delivery of a written termination notification in accordance with Section 8.2) if (i) there shall have been a breach on the part of Seller or Subsidiary of any of its representations, warranties or covenants such that the condition set forth in Section 6.1 or Section 6.2, as the case may be, would not be satisfied as of the time of such breach, (ii) Purchaser shall have given written notice of such breach to Seller, (iii) at least twenty days shall have elapsed since the delivery of such written notice to Seller, (iv) such breach shall not have been cured and (v) Seller shall not be using its commercially reasonable efforts to attempt to cure such breach.
Right to Terminate Agreement. This Agreement may be terminated prior to the Closing:
(a) by the mutual consent of Purchaser and Sellers;
(b) by either Purchaser or Sellers, upon written notice to the other, if the Bankruptcy Court has not entered the Sale Order on or before February 15, 2005;
(c) by either Purchaser or Sellers, upon 30 days written notice to the other, if the non-terminating party is in material breach of this Agreement and does not cure such breach within such 30 days, provided that the party seeking to terminate is not in material breach or default of this Agreement and the written notice describes the breach in reasonable detail;
(d) by either Purchaser or Sellers, upon written notice to the other, if the Closing shall have not occurred within 30 Business Days of the entry by the Bankruptcy Court of the Sale Order because any of the conditions set forth in Sections 10 or 11, respectively, shall have not been satisfied (or waived by Sellers or Purchaser, as applicable); provided, however, that this Section 13.1(d) shall not be applicable to the extent of any extension pursuant to Section 14.18;
(e) by Sellers, in the event the Sellers accept a competing bid that is a higher or otherwise better offer in accordance with the Procedures Order; provided, however, in accordance with the Procedures Order, this Agreement (as modified, if modified, by any bids submitted by Purchaser at or before the Auction) shall remain in force and effect as a back up bid to purchase the Purchased Assets for a period of sixty days following the entry of the Sale Order and the parties hereto shall consummate the transactions contemplated hereby in the event the parties fail to close under such approved competing bid or any other higher or otherwise better backup competing bid; provided further, however, that upon the Sellers’ acceptance of a competing bid and the consummation of the transactions contemplated by such Bankruptcy Court approved competing bid or higher or otherwise better backup competing bid, this Agreement shall be deemed terminated contemporaneously with such consummation. Notwithstanding anything to the contrary in this Section 13.1, a party shall not have the right to terminate this Agreement if such party’s failure to fulfill any obligation under this Agreement has been the cause of such termination event.
Right to Terminate Agreement. 20.1 Notwithstanding any other provision of the Agreement, if either Party (1) fails to comply with any of the material terms or conditions of the Agreement; (2) sells or transfers all or substantially all of its assets; (3) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or
Right to Terminate Agreement. Notwithstanding any other provision of the Agreement, if either Party (1) fails to comply with any of the material terms or conditions of the Agreement; (2) sells or transfers all or substantially all of its assets; (3) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (4) makes a general assignment for the benefit of its creditors, then the other Party shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written notice and a reasonable opportunity for cure, to terminate the Agreement, in whole or part, and thereupon the Company shall immediately discontinue its Work to the extent feasible.
Right to Terminate Agreement. Notwithstanding any other provision of this Agreement, if either Party (a) fails to comply with any of the material terms or conditions of the Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Party and a reasonable opportunity for cure (not to exceed thirty (30) days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. If the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the Company Reimbursable Costs for:
Right to Terminate Agreement. 14.1. In addition to any other remedy of Buyer under law or provided under this Agreement, Buyer shall have the right at its election to terminate this Agreement upon twenty (20) Days written notice to Seller if Seller for any reason other than: (i) Force Majeure, (ii) Buyer's failure to take, or (iii) failure by Buyer to pay any Undisputed Amounts, fails, over a period of at least sixty (60) Days, to deliver an average of ninety percent (90%) of the agreed quantity, and provided further, that such failure occurred not more than one hundred forty (140) Days immediately preceding the giving of such notice of termination. Seller shall have twenty (20) Days after receipt of such cancellation notice to cure any failure, in which case Buyer's cancellation is null and void, and this Agreement shall remain in full force and effect.
14.2. In addition to the other remedies of Seller under law or provided under this Agreement, Seller shall have the right at its election to terminate this Agreement upon twenty (20) Days written notice to Buyer if Buyer for any reason other than: (i) Force Majeure, (ii) Seller's failure to deliver, or (iii) failure by Seller to pay any Undisputed Amounts, fails, over a period of at least sixty (60) Days, to take a volume of Gas not less than an average of ninety percent (90%) of the agreed quantity, and provided further, that such failure occurred not more than one hundred forty (140) Days immediately preceding the giving of such notice of termination. Buyer shall have twenty (20) Days after receipt of such cancellation notice to cure any failure, in which case Seller's cancellation is null and void, and this Agreement shall remain in full force and effect.
Right to Terminate Agreement. This Agreement may be terminated prior to the Closing:
(a) by the mutual agreement of the Company and Purchaser;
(b) by Purchaser at any time after June 30, 1998 if any condition set forth in Article 8 shall not have been satisfied or waived and Parent or Purchaser is not in material breach of this Agreement;
(c) by the Company at any time after May 29, 1998 if any condition set forth in Article 9 shall not have been satisfied or waived and the Company is not in material breach of this Agreement;
(d) by Purchaser at any time if it determines that any representation or warranty set forth in Section 2 or Section 3 is inaccurate in any material respect;
(e) by Purchaser if any Updated Disclosure Schedule delivered to Purchaser under Section 5.5 causes any representation or warranty set forth in Section 2 or 3 to be inaccurate in any material respect; or
(f) by the Company at any time if it determines that any representation or warranty set forth in Section 4 is inaccurate in any material respect.
Right to Terminate Agreement. SPONSOR or Institution may terminate this Agreement, in its sole discretion, without cause, on thirty (30) days prior written notice to the other party. SPONSOR or the Institution may terminate this Agreement in the event of material breach by the other of this Agreement, provided that the other is given written notice of the nature of the default and an opportunity to cure such default within a period of thirty (30) business days after the giving of notice. Notwithstanding termination or expiration of this Agreement, any SOW in effect at the time of such termination or expiration shall remain in effect until the obligations of the parties thereunder have been completed or such SOW is terminated according to Section 22.1
Right to Terminate Agreement. This Agreement may be terminated prior to the Closing:
(a) by the mutual agreement of the Company and the Purchaser;
(b) by the Purchaser at any time after the Termination Date, if any condition set forth in Section 7 shall not have been satisfied or waived; or
(c) by the Company at any time after the Termination Date, if any condition set forth in Section 8 shall not have been satisfied or waived.
