Rights to Terminate Sample Clauses

Rights to Terminate. This Agreement may, by written notice given on or prior to the Closing Date, in the manner provided in Section 9.12 “Notices,” be terminated at any time prior to the Closing Date: (1) by Seller, TOPIII or Purchaser if (A) any Governmental Authority shall have issued an Order, judgment or decree permanently restraining, enjoining or otherwise prohibiting the Closing, and such Order, judgment or decree shall have become final and appealable or (B) any statute, rule, Order or regulation shall have been enacted or issued by any Governmental Authority which, directly or indirectly, prohibits the consummation of the Closing; (2) by Seller or TOPIII if there has been a material misrepresentation as of the Effective Date with respect to any of Purchaser’s representations and warranties in this Agreement or a material default or breach by Purchaser with respect to the due and timely performance of any of Purchaser’s covenants and agreements contained in this Agreement or in any Related Agreement, which misrepresentation, default or breach, either individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect, and such misrepresentation, default or breach is not cured or waived in writing by the earlier of the Closing Date or the date ten (10) days after receipt by Purchaser of written notice specifying particularly such misrepresentation, default or breach; (3) by Purchaser if there has been a material misrepresentation as of the Effective Date with respect to Seller’s or TOPIII’s representations and warranties in this Agreement or a material default or breach by Seller or TOPIII with respect to the due and timely performance of any of Seller’s or TOPIII’s covenants and agreements contained in this Agreement or in any Related Agreement, which misrepresentation, default or breach, either individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect, and such misrepresentation, default or breach is not cured or waived in writing by the earlier of the Closing Date or the date ten (10) days after receipt by Seller or TOPIII of written notice specifying particularly such misrepresentation, default or breach; (4) by mutual agreement of Seller, TOPIII and Purchaser; (5) by Seller, TOPIII or Purchaser if the Closing has not occurred on or before June 16, 2006 because any condition precedent set forth in Article 6 or Article 7 has not been waived or satisfied (but with respect to the conditions r...

Rights to Terminate. This Agreement may be terminated by a vote in the Members Committee to terminate the Agreement by an affirmative Sector Vote as specified in the Operating Agreement and upon the receipt of all Required Approvals related to the termination of this Agreement. Any such termination must be approved by the PJM Board and filed with the FERC and shall become effective only upon the FERC’s approval. Issued By: Xxxxx Xxxxxx Effective: October 1, 2003 Vice President, Governmental Policy Issued On: July 31, 2003 PJM Interconnection, L.L.C. Third Revised Sheet No. 9 First Revised Rate Schedule FERC No. 32 Superseding Second Revised Sheet No. 9

Rights to Terminate. Each party has the right to terminate this Agreement, by giving written notice of termination to the other party, if (a) the other party breaches this Agreement and (b) either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching party within 15 days after receiving written notice of the breach from the non-breaching party.

Rights to Terminate. This Agreement may be terminated at any time prior to the Closing only as follows: (a) by mutual written consent of Seller, Purchaser and Company; (b) by Seller if Purchaser or Company is in material breach of any representation, warranty or covenant under this Agreement (and Seller is not then in material breach of any representation, warranty or covenant) and Purchaser or Company has failed to cure such breach within 10 Business Days following written notice thereof from Seller; (c) by Purchaser or Company if Seller is in material breach of any representation, warranty or covenant under this Agreement (and Purchaser and Company are not then in material breach of any representation, warranty or covenant) and Seller has failed to cure such breach within 10 Business Days following written notice thereof from Purchaser or Company; (d) by Seller if, at or before the Closing Date, any condition set forth herein for the benefit of Seller shall not have been timely met and cannot be met on or before the Closing Date and has not been waived; or (e) by Purchaser or Company if, at or before the Closing Date, any condition set forth herein for the benefit of Purchaser or Company shall not have been timely met and cannot be met on or before the Closing Date and has not been waived; or (f) by Purchaser, Company or Seller if the Closing shall not have occurred on or before January 31, 2006. Each party's right of termination hereunder is in addition to any of the rights it may have hereunder.

Rights to Terminate. This Agreement may be terminated at any time prior to the Closing only as follows: (a) by mutual written consent of the Seller, the Shareholder and the Buyer; (b) by the Buyer by giving written notice to the Seller and the Shareholder on or before March 22, 1999, if the Buyer is not satisfied with the results of its continuing business, legal and accounting due diligence of the Seller. (c) by the Seller and the Shareholder by giving written notice to the Buyer if the Buyer is in breach of any representation, warranty or covenant under this Agreement (and neither the Seller nor the Shareholder are then in breach of any representation, warranty or covenant); (d) by the Buyer by giving written notice to the Seller and the Shareholder if the Seller or the Shareholder are in breach of any representation, warranty or covenant under this Agreement (and the Buyer is not then in breach of any representation, warranty or covenant); or (e) by either the Buyer or the Seller and the Shareholder by giving written notice to the other parties if the Closing shall not have occurred on or before May 15, 1999. Each party's right to termination hereunder is in addition to any of the rights it may have hereunder or otherwise.

Rights to Terminate. This Agreement may be terminated by a vote in the Members Committee to terminate the Agreement by an affirmative Sector Vote as specified in the Operating Agreement and upon the receipt of all Required Approvals related to the termination of this Agreement. Any such termination must be approved by the PJM Board and filed with the FERC and shall become effective only upon the FERC's approval.

Rights to Terminate. Xxxxx Fargo or the Seller Representative (for and on behalf of the Sellers, collectively) may each terminate this Agreement at any time upon 30 days’ written notice to the other party. In addition, Xxxxx Fargo may terminate this Agreement immediately upon written notice to Seller Representative in the event (each, a “Termination Event”): (a) any Seller (i) intentionally diverts any funds from deposit into the Collection Account or (ii) fails to pay any obligations to Xxxxx Fargo within 3 Business Days of when due; (b) any Seller fails to perform (i) the covenants contained in Section 5.1 of this Agreement (other than Section 5.1(f), Section 5.1(g) and clauses (x), (xi) and (xii) of Section 5.1(j)) and such failure continues unremedied for a period of ten Business Days, (ii) the covenants contained in Section 5.1(f), Section 5.1(g) and Section 6 of this Agreement (to the extent applicable to such Seller, including any Seller performing in the role of Servicer hereunder) and such failure continues unremedied for a period of five Business Days, or (iii) any covenant contained in this Agreement other than those specifically set forth in clause (i) or (ii) above; (c) any representation, warranty or statement of fact made by any Seller to Xxxxx Fargo in this Agreement, or any other written agreement, schedule or otherwise shall when made or deemed made be false or misleading in any material respect; (d) any Seller or Parent dissolves or suspends or discontinues doing business, or an Insolvency Event occurs with respect to any Seller or such Parent; or (e) any Parent (i) revokes or terminates or purports to revoke or terminate any provisions of the Performance Undertaking, or fails to perform any of the terms, covenants, conditions or provisions of any Performance Undertaking which require the payment of any amount, or (ii) fails to perform any of the terms, covenants, conditions or provisions of any Performance Undertaking (other than those payment related terms, covenants, conditions or provisions set forth in clause (i) of this Section 7.1(e)) and such failure shall continue unremedied for a period of five Business Days.

Rights to Terminate. In the event that the Leased Premises, or any material part thereof (i.e., more than 20% thereof or damages requiring more than nine (9) months from date of loss to repair), shall be destroyed or damaged by fire or unavoidable casualty, then this Lease may be terminated at the election of Lessor. Such election shall be made by the giving of written notice by Lessor to Lessee within thirty (30) days after the right of election accrues. If by such fire or other casualty more than 20% of the floor area shall be rendered untenantable, or if the Leased Premises are so damaged as to create a material risk that Lessee’s property will be subject to loss, and if Lessor does not within five (5) days after notice from Lessee commence and diligently pursue repairs sufficient to protect Lessee’s property, or if the damage to the Leased Premises are material and substantial and will take more than nine (9) months from date of casualty or loss to repair then Lessee may at its option terminate this Lease by notice in writing to Lessor within thirty (30) days after the date of such damage or destruction. If Lessee exercises such option, this Lease shall terminate in the case of such damage or destruction on that date designated in its notice of termination, which shall not be less than fifteen (15) nor more than (30) days after the date of such notice.

Rights to Terminate. Borrower and Lender shall have the rights to terminate this Agreement or to accelerate the Loan, as applicable, as set forth in this Section 2.13.

Rights to Terminate. This Agreement may be terminated prior to the scheduled end of the Term by a party (the "terminating party") as follows, by notice as provided in Section 6.1: (a) by any party, if another party breaches in any material respect any of its material obligations or warranties under this Agreement and such breach, if capable of being cured, shall not have been cured within 90 days after notice of such breach to the breaching party from the terminating party or, if such breach is capable of being cured but not within such 90-day period, then within such period as is reasonably necessary to effect a cure so long as the breaching party diligently pursues such cure during such extended period; or (b) by any party upon the entry of a decree or order by a court having jurisdiction adjudging the other party a bankrupt or insolvent, or approving a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of such other party, under federal bankruptcy law, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency, or other similar law, and the continuance of any such decree or order unstayed and in effect for a period of 60 days; or the commencement by such other party of a voluntary case under any such law, as now or hereafter constituted, or the consent by it to the institution of ________________________________________________________________________________ Confidential 12 of 20 8/18/98 bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any such law, or the consent by it to the filing of such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, or similar official of it or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by such other party in furtherance of any such action; or (c) termination of the Agreement is required for ARC to (i) comply with its Congressional Charter, or (ii) maintain its status as a tax exempt entity; or (iii) comply with the regulations or lawful orders of the U.S. FDA.