Seller Termination. This Agreement may be terminated by Seller by written notice delivered to Buyer: (a) at any time prior to the Principal Closing, if (i) Buyer shall have failed to comply with any of Buyer’s covenants or agreements contained in this Agreement or (ii) any one or more of the representations or warranties of Buyer contained in this Agreement shall prove to have been inaccurate when made and, in the case of clauses (i) and (ii), such failure or inaccuracy shall have resulted in a failure of a condition set forth in Section 5.02(a) or 5.02(b) and Seller shall have given Buyer a reasonable opportunity to cure any such failure or inaccuracy before the Principal Closing; (b) if the Principal Closing shall not have occurred on or before the Outside Date; (c) if the J&J/Synthes Merger Agreement shall have been terminated pursuant to the terms thereof; (d) if the FTC or the EC (or, in either case, the staff thereof) shall have determined that (i) Buyer is not an acceptable purchaser or (ii) this Agreement is otherwise not an adequate anti-trust remedy with respect to the transactions contemplated by the J&J/Synthes Merger Agreement; or (e) if the FTC or the EC requests that the parties hereto execute an amendment to a material provision of this Agreement or any Ancillary Agreement (i) that is materially adverse to Seller or (ii) that is materially adverse to Buyer and to which Buyer has not consented in writing (such consent not to be unreasonably delayed), in the case of each of clauses (i) and (ii), in order to satisfy the conditions to Closing set forth in Section 5.01(h) or 5.02(g); provided, however, that Seller may only terminate this Agreement pursuant to clause (a) or (b) above if at the time of termination Seller is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Seller Termination. We may terminate electricity supply service to you during the term of service if our charges are not paid within 45 days of your receipt of the bill, or a longer period as may be permitted by 220 CMR 11.05(3)(c). Prior to termination of electricity supply, we will render notice to you in accordance with Massachusetts law and regulations. We may terminate electricity supply if the bill remains unpaid except if the unpaid bill is the subject of a dispute resolution, in accordance with 220 CMR 25.00 and 220 CMR 11.07. If we terminate this Agreement for any reason other than non-payment, we will provide you written notification sent to your billing address via U.S. mail at least ten (10) days prior to the effective date of termination.
Seller Termination. Seller may terminate this Offer and return Xxxxxxx Money and Extension Fee if Seller is unable to provide marketable title or Seller is unable or unwilling to remove valid objections to title prior to closing. If Property is damaged prior to closing, Seller reserves the right to terminate this Offer and return Xxxxxxx Money to Buyer or adjust the Purchase Price. Return of the Xxxxxxx Money shall release Seller from any claims arising from this transaction.
Seller Termination. Right Seller has a no-fault termination right that may be exercised at any time until that date which is three hundred sixty-five (365) days after the date that PG&E receives CPUC Approval of the CAES Agreement. 20 Indemnification Each of the Seller and PG&E would provide customary indemnities.
Seller Termination. The Seller may terminate this Agreement by written notice to the Buyer if the Buyer breaches any of its obligations, covenants, representations or warranties under this Agreement or any other Transaction Document (unless such breach is occasioned by an act or omission on the part of the Seller or GAIF II) and the same has not been cured to the satisfaction of the Seller within five Business Days after the date on which the Seller notifies the Buyer in writing of such failure (it being understood that this Agreement may not be terminated pursuant to this clause if such breach is cured during such five Business Day period).
Seller Termination. Seller shall have the right, in Seller’s sole and absolute discretion, to terminate this Agreement upon written notice to Host:
(a) at any time until commencement of the Installation Work hereunder at the Site;
(b) if a Governmental Authority issues an order, which is not stayed or dismissed, which has the effect of subjecting the sales of Energy to federal or State regulation of prices and/or service;
(c) if the Electric Utility fails to approve the interconnection of the System at the Site or requires additional equipment and Seller exercises its right to terminate under Section 3.4;
(d) if Seller has determined that it needs to obtain financing for the System but is unable to obtain such financing, or consents thereto, and exercises its right to terminate under Section 3.8;
(e) if Seller has determined that any required removal, relocation and reinstallation of the System under Section 6.8 renders the System to be commercially unreasonable and economically unsustainable;
(f) if Seller has determined that any substantial and permanent decrease in Host's demand for Energy Services under Section 6.9 renders the System to be commercially unreasonable and economically unsustainable;
(g) in the event of a casualty pursuant to Section 15.1; or
(h) in the event of a taking pursuant to Section 15.2.
Seller Termination. The Seller may terminate this Contract immediately by written notice to the Buyer, if:
(a) there is any Untaken Quantity by the Buyer;
(b) there is Change of Control of the Buyer without prior written consent of the Seller;
(c) the Buyer breaches Clause 11, 12 or 13; or
(d) the Seller reasonably believes that the Buyer has or will substantially reduce or cease its operations and/or production.
Seller Termination. If Seller closes on the sale of the Property pursuant to the Initial Contract, Seller shall promptly notify Purchaser and the Agreement shall be deemed terminated and of no further force and effect, whereupon all deposits previously made in connection with the Agreement shall promptly be returned to Purchaser.
Seller Termination. This Agreement may be terminated unilaterally by Seller if: (i) the full Purchase Price for the Common Shares is not deposited with the Law Firm by Buyer on or before the close of business Eastern Standard Time of the date which is 72 hours before the Closing, unless an extension of time is agreed to in writing by both Parties; (ii) Buyer has failed to comply with all material terms of this Agreement; or (iii) the Closing has not occurred by June 18, 2019, for any reason which is not the fault of Seller.
Seller Termination. 93 Section 9.03.
