Rights of Termination Sample Clauses

Rights of Termination. 10.1 The Company may in its sole discretion terminate this agreement by written notice to the Customer if: (a) The Customer defaults in performing its obligations under this agreement and the default, if capable of being remedied, is not remedied within seven (7) days from receiving a notice specifying the default and requiring remedy; or (b) The Customer defaults in the performance of its obligations under this agreement and the default is in the Company’s reasonable opinion incapable of being remedied; or (c) The Customer commits an act of insolvency including a compromise with creditors or appoints a voluntary administrator; or if a receiver is appointed in respect of the assets of the Customer; or if an arrangement with the Customer’s creditors is made or likely to be made; or if the Customer ceases or threatens to cease carrying on business; or if the ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered, or the Customer is adjudicated bankrupt. 10.2 Termination of this agreement will not prejudice or affect the rights, remedies and claims and/or any liabilities of the Company. The Company shall have no liability or responsibility whatsoever to the Customer for any loss or damage of any kind which may result directly or indirectly from such termination of this agreement.

Rights of Termination. Without limiting any of the other provisions of this Agreement, each of the Agents will be entitled, at its option, to terminate and cancel, without any liability on its part or on the part of the Purchasers, its obligations under this Agreement by giving written notice to the Corporation at any time prior to the Closing Time if, after the date hereof and at any time prior to the Closing: (a) there shall have occurred any change in any material fact, material change (actual, intended, anticipated or threatened) or either of the Agents shall have discovered any previously undisclosed material fact (determined by either of the Agents in its sole discretion, acting reasonably) in relation to the Corporation, which, in the opinion of an Agent, acting reasonably, prevents or restricts trading in the securities of the Corporation or the Distribution of the Qualified Securities or has or could reasonably be expected to have a Material Adverse Effect; (b) the Agents are not satisfied in their sole discretion with their due diligence review and investigations in respect of the Corporation; (c) there shall have occurred any change in the Applicable Securities Laws of any Selling Jurisdiction or any inquiry, investigation or other proceeding by a securities regulatory authority or any order is issued under or pursuant to any statute of Canada or any province thereof, or any stock exchange in relation to the Corporation or any of its securities (except for any inquiry, investigation or other proceeding based upon activities of the Agents and not upon activities of the Corporation), which, in the reasonable opinion of the Agents, would be expected to have an adverse effect on the market price of value of the Offered Units or the Common Shares; (d) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe, accident, public protest, government law or regulation, war or act of terrorism of national or international consequence, occurrence of any nature whatsoever (including as a result of the COVID-19 pandemic) or any law or regulation which, in the opinion of the Agents, seriously adversely affects or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation or the market price of value of the Offered Units or the Common Shares; (e) the state of the financial markets in Canada is such that, in the reasonable o...

Rights of Termination. If: (a) no Step-in Notice or Proposed Transfer Notice is given before a Termination Notice expires or within 15 Business Days after termination of the Project Agreement by the Authority; (b) a Step-in Undertaking is not issued on or before the Proposed Step-in Date; (c) the Step-In Notice is withdrawn or, pursuant to Section 3.7, is deemed to have been withdrawn; (d) the Step-In Period ends before the occurrence of the Transfer Effective Date; (e) in the absence of a Step-in Undertaking, the Material Project Contractor reasonably withholds its consent to a transfer pursuant to a Proposed Transfer Notice, in accordance with Section 4.3, and does not subsequently grant consent to a transfer in accordance with Section 4.4 on or before the Proposed Transfer Date; (f) in the absence of a Step-in Undertaking, a Transfer Agreement is not entered into on the Proposed Transfer Date; (g) the Material Project Contractor is entitled to terminate the Material Contract under Section 3.8 or 4.7; or (h) the Authority exercises its right to Step-out under Section 3.9, then on the Step-out Date, the Material Project Contractor may: (i) exercise all of its rights under the Material Contract and act upon any and all grounds for termination available to it in relation to the Material Contract whenever occurring; and (j) pursue any and all claims and exercise any and all rights and remedies against Project Co.

Rights of Termination. (a) Each of the Underwriters shall be entitled, at its sole option, to terminate and cancel, without any liability on the part of the Underwriter, all of its obligations under this Agreement and the obligations of any Purchaser to purchase the Special Warrants, by notice in writing to that effect delivered to the Company prior to or at the Closing Time if: (i) there shall be any material change in the affairs of the Company, any Controlled Entity, or their respective material Subsidiaries, or there should be discovered any previously undisclosed material fact (other than facts relating solely to an Underwriter) which, in either case, in the reasonable opinion of the Underwriters (or any of them), has or would be expected to have a Material Adverse Effect or would or would reasonably be expected to prevent or have a material and adverse effect upon the Arena Transactions; (ii) any order, inquiry, action, suit, investigation or other proceeding whether formal or informal (including matters of regulatory transgression or unlawful conduct) is instituted, announced or threatened or made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality including, without limitation, the TSXV, Toronto Stock Exchange or any securities regulatory authority against the Company, any Controlled Entity, any of their respective material Subsidiaries or any of their respective officers, directors or principal shareholders or any law or regulation is enacted or changed which in the opinion of the Underwriters (or any of them), acting reasonably, operates or threatens to prevent, cease or restrict the issuance or trading of the securities of the Company by the Company, its officers, directors or principal shareholders or has or will have a Material Adverse Effect or would or would reasonably be expected to prevent or have a material and adverse effect upon the Arena Transactions; (iii) there should develop, occur or come into effect or existence any event, action, state, accident, condition, terrorist event or major financial occurrence of national or international consequence or any law or regulation which in the reasonable opinion of the Underwriters (or any one of them) seriously adversely affects, or will or could reasonably be expected to, seriously affect, the financial markets or the business, operations, or affairs of the Company, any Controlled Entity or their respective material Subsidiaries, in e...

Rights of Termination. If and whenever: (a) the Premises become vacant or remain unoccupied for five (5) days or more or are not used for the purpose herein permitted; (b) any rent or Additional Rent remains unpaid after any of the days on which the same ought to have been paid and following ten (10) days' notice of non-payment by the Landlord to the Tenant; (c) there is a breach of any of the Tenant's obligations hereunder (other than as set out in the other clauses of this Article) which is not cured within fifteen (15) days after delivery of notice by the Landlord to the Tenant specifying such breach, PROVIDED THAT if any default of the Tenant can only be cured by the performance of work or the furnishing of materials, and if such work cannot reasonably be completed or such materials reasonably obtained and utilized within said fifteen (15) days, such default will not be deemed to continue if the Tenant proceeds promptly with such work as may be necessary to cure the default and continued diligently to complete such work; (d) the Term or any goods and chattels on the Premises are at any time seized or taken in execution or attachment; (e) a receiver, guardian, trustee in bankruptcy, or any other similar officer is appointed to take charge of all or any substantial part of the Tenant's property by a court of competent jurisdiction; (f) a petition is filed for the reorganization of the Tenant under any provision of the Bankruptcy Act or any law of Canada or any Province thereof or of the jurisdiction in which the Tenant is incorporated relating to bankruptcy or insolvency then in force; (g) the Tenant becomes insolvent; (h) the Tenant files a petition for such reorganization or for arrangements under any provision of the Bankruptcy Act or any law of Canada or any Province thereof or of the jurisdiction in which the Tenant is incorporated relating to bankruptcy or insolvency then in force and providing a plan for a debtor to settle, satisfy, or to extend the time for the payment of debts; (i) if any application, petition, certificate, or order is made or granted for the winding up or dissolution of the Tenant, voluntarily or otherwise; (j) the Tenant assigns, sub-lets, or parts with possession of the Premises without the Landlord's consent as required herein; then in any of the said cases (and notwithstanding any prior waiver of breach of covenant), the Landlord, at its option, may (and without prejudice to any other right or remedy it may then have or be entitled to) cancel thi...

Rights of Termination. This Agreement may be terminated as follows:

Rights of Termination. This Agreement may be terminated as follows: (a) by mutual agreement of the parties hereto in writing; (b) by any party, if the Amalgamation is not completed by 5:00 p.m. (Vancouver time) on November 30, 2020 or such later date as the parties may agree upon in writing (the “Outside Time”) and subject to compliance by Kick with the applicable Kick Material Agreements; (c) by GTI, in the event that it determines, acting reasonably, that the conditions set forth in Sections 5.2(i) or 5.2(j) will not be satisfied on or before the Outside Time; (d) by Kick (i) by notice to GTI if any of the conditions contained in Section 5.1 hereof shall not be fulfilled or performed by the Outside Time or (ii) upon a breach by GTI of Section 3.1(a) hereof that could reasonably result in a condition set forth in Section 5.1 which condition has not been waived to be incapable of being satisfied on or before the Outside Time; or (e) by any party if any applicable Governmental Entity, including the Registrar under the BCBCA and the CSE, has notified any of GTI, GTI Subco or Kick that it will not permit the Amalgamation to proceed, in whole or in part. If this Agreement is terminated as aforesaid, the party terminating this Agreement shall be released from all obligations under this Agreement other than the obligations that by their terms survive the termination of this Agreement (including the obligations with respect to confidentiality under Section 8.6 and the obligations with respect to expenses under Section 8.7), all rights of specific performance against such party shall terminate and, unless such party can show that the condition or conditions the non-performance of which has caused such party to terminate this Agreement were reasonably capable of being performed by the other party, then the other party shall also be released from all obligations hereunder; and further provided that any of such conditions may be waived in full or in part by either of the parties without prejudice to its rights of termination in the event of the non-fulfilment or non-performance of any other condition.

Rights of Termination. If: no Step-in Notice or Proposed Novation Notice is given before a Termination Notice expires or within [ ] Business Days after termination of the Design & Build Development Agreement by the Authority; or a Step-in Undertaking is not issued on the Proposed Step-in Date; or the Step-in Notice is withdrawn or, pursuant to Clause 3.2.6, deemed to have been withdrawn; or the Step-in Period ends before the occurrence of the Novation Effective Date; or in the absence of a Step-in Undertaking, the Construction Contractor withholds its consent to a novation pursuant to a Proposed Novation Notice, in accordance with Clause 4.3 (Grant of Consent), and does not subsequently grant consent to a novation in accordance with Clause 4.4 (Consent Withheld) on or before the Proposed Novation Date; or in the absence of a Step-in Undertaking, the obligations of the Proposed Substitute set out in Clause 4.5 (Implementation of Novation) are not performed on the Proposed Novation Date; or the Construction Contractor is entitled to terminate the Construction Contract under Clause 3.3 (Restriction of Right of Termination) or 4.6 (Termination After Novation); or the Authority exercises its right to Step-out under Clause 3.4.1, the Construction Contractor shall, on and from the Step-Out Date be entitled to: exercise all of its rights under the Construction Contract and act upon any and all grounds for termination available to it in relation to the Construction Contract whenever occurring; and/or pursue any and all claims and exercise any and all rights and remedies against xxxxx.

Rights of Termination. (a) All terms and conditions set out in this Agreement shall be construed as conditions and any material breach or failure by the Company to comply with any such conditions in favour of Mackie shall entitle Mackie to terminate its obligation to arrange for the purchase of the Special Warrants pursuant to the Offering by written notice to that effect given to the Company prior to the Closing Time. The Company shall use commercially reasonable efforts to cause all conditions in this Agreement to be satisfied. It is understood that Mackie may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to its rights in respect of any subsequent breach or non-compliance, provided that to be binding on Mackie, any such waiver or extension must be in writing. (b) In addition to any other remedies which may be available to Mackie in respect of any default, act or failure to act, or non-compliance with the terms of this Agreement by the Company, Mackie shall be entitled, at its option, to terminate and cancel, without any liability on the part of Mackie, its obligations under this Agreement to purchase the Special Warrants pursuant to the Offering by giving written notice to the Company at any time after the date hereof and prior to the Closing Time, if:‌ (i) there should occur any material change (actual, contemplated or threatened) or any change in a material fact or occurrence of a material fact or event in the business, operations, assets, liabilities (contingent or otherwise), capital or condition (financial or otherwise) of the Company, which, in the reasonable opinion of Mackie, would reasonably be expected to have a material adverse effect on the market price or value of the Special Warrants or the outstanding Common Shares; (ii) Mackie determines that there exists any fact or circumstance not generally disclosed to the public or disclosed to Mackie which, in the reasonable opinion of Mackie, might reasonably be expected to have a material adverse effect on the market price or value of the Special Warrants or the outstanding Common Shares; (iii) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, instituted, threatened or announced or any order is issued under or pursuant to any law or by any stock exchange or other regulatory authority, or there is any change of law or the interpretation or administration thereof, which, in the reasonable opinion o...

Rights of Termination. In the event the Leased Premises suffers (a) an “uninsured property loss” (as hereinafter defined) or (b) a property loss which cannot be repaired within one hundred eighty (180) days from the date of destruction under the laws and regulations of state, federal, county or municipal authorities, or other authorities with jurisdiction, Landlord may terminate this Lease as of the date of the damage within twenty (20) days of written notice from Landlord to Tenant that the damage from the casualty was an uninsured property loss or that time to restore will exceed such one hundred eighty (180) day period. In the event of a property loss to the Leased Premises which cannot be repaired within one hundred eighty (180) days of the occurrence thereof, Tenant shall also have the right to terminate the Lease by written notice to Landlord within twenty (20) days following notice from Landlord that the time for restoration will exceed such time period. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant or any Tenant Entity or a party related to Tenant. For purposes of this Lease, the term “uninsured property loss” shall mean any loss arising from a peril not covered by the standard form of “All Risk” property insurance policy and which costs in excess of $150,000.00 to repair.