Seller’s Termination. (a) THIS AGREEMENT MAY BE TERMINATED BY SELLER PRIOR TO THE CLOSING IF (I) ANY OF THE CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS SET FORTH IN SECTION 5.1 HAVE NOT BEEN SATISFIED OR WAIVED BY SELLER ON OR PRIOR TO THE CLOSING DATE OR (II) THERE IS A MATERIAL BREACH OR DEFAULT BY BUYER IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
Seller’s Termination. Provided that Seller is not then in material breach of this Agreement, this Agreement shall automatically terminate without further notice or action by Seller if any condition to Closing contained in Section 4.2 has not been satisfied or waived by Seller by the Closing Date.
Seller’s Termination. Seller may terminate this Agreement if:
Seller’s Termination. If Seller terminates this Contract (as termination is defined in this Section 10(B)), neither party shall have any further obligations under this Contact, except for those that expressly survive the termination of this Contract. For purposes of this Section 10(B) only, Seller’s termination shall be deemed to mean (i) the failure of Seller to acquire or direct the acquisition of the Subject Property pursuant to the terms of the Acquisition Contracts for any reason on or before the Closing Date, (ii) Seller’s failure to perform any of its obligations hereunder, (iii) Seller’s failure to consummate the transactions contemplated at Closing, (iv) the failure of any of Seller’s representations and warranties to be true as of the Closing Date, and/or (v) the entire Purchase Price is for any reason not available at Closing.
Seller’s Termination. (a) Seller may terminate this Agreement at or prior to Closing if any of the Seller’s Closing Conditions set forth in Sections 8.2(a)(i)-(iv) have not been met on or prior to the Closing Date. In the event this Agreement is terminated by Seller pursuant to this Section 13.1(a), then Escrow Agent shall immediately disburse the Xxxxxxx Money to Seller, and upon such disbursement this Agreement shall automatically terminate, and shall be deemed null and void and of no further force or effect, and neither party shall have any rights or obligations against or to the other except those which expressly survive such termination. Buyer and Seller hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by Seller as a result of such default by Buyer pursuant to this Section 13.1(a), and agree that the Xxxxxxx Money is a reasonable approximation thereof. Accordingly, in the event that Seller terminates this Agreement pursuant to this Section 13.1(a), the Xxxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of Seller, and shall be paid by Escrow Agent to Seller as Seller’s sole and exclusive remedy hereunder; provided, however, the foregoing shall not limit Buyer’s obligation to pay to Seller all reasonable attorneys’ fees and costs of Seller to enforce the provisions of this Section 13.1 or limit Buyer’s indemnification obligations owed to Seller pursuant to this Agreement that survive a termination of this Agreement. The payment of the Xxxxxxx Money as liquidated damages is not intended to be a forfeiture or penalty, but is intended to constitute liquidated damages to Seller.
Seller’s Termination. Claim shall be based on the costs incurred in the manufacturing of the cancelled Custom Items. This may include the net cost of custom work in process under an open Purchase Order and which must be scrapped due to the cancellation. In no event shall such claim exceed the cancellation schedule set forth in Schedule E.
Seller’s Termination. Seller shall have the right to terminate this Agreement and the Escrow upon notice to Buyer if any of the following occurs: (1) Buyer commits a material breach of this Agreement; or (2) any condition precedent to Seller's obligation to close contained in SECTION 7.1 has not been satisfied or waived by Seller in writing by the Closing Date.
Seller’s Termination. If Seller elects to terminate this Agreement as a result of any material breach of Buyer's obligations Seller shall give Buyer notice of such breach and, if such breach has not been cured within five (5) business days after the date of Seller's notification to Buyer of such material breach, Seller shall give Buyer and Escrow Holder written notice that Seller elects to terminate this Agreement. Seller's failure to provide such notice by the specified deadline shall constitute Seller's waiver of Seller's right to terminate this Agreement for reasons for which that deadline applied, but not as to the reasons for which a later deadline applies. In the event Seller elects to terminate this Agreement pursuant to this Section 3.5, Escrow Holder shall hold the Deposit until receipt of joint instructions signed by Buyer and Seller and shall return to the depositor thereof any materials previously placed in Escrow and remaining in Escrow; Buyer shall deliver to Seller a duly executed and acknowledged quitclaim deed in accordance with Section 6.13 below; Buyer shall pay all title, survey and escrow charges, and, subject to Section 5.6, neither party shall thereafter have any further rights or obligations under this Agreement unless expressly provided otherwise therein.
Seller’s Termination. Seller may terminate this Agreement, pursuant to any notice requirements set forth herein, (a) upon Buyer Default (defined in Section 10.A below) or (b) in accordance with any other term or condition of this Agreement.
Seller’s Termination. By Sellers upon written notice to Buyer, (a) if the Closing has not occurred on or before June 30, 2004, so long as the failure to close is not due to a material breach of this Agreement by Sellers, (b) so long as no Seller is then in material breach of any of its representations, warranties or covenants in this Agreement, if Buyer is in material breach of any of its representations, warranties or covenants contained in this Agreement and such breach shall be incapable of being cured, or if capable of being cured, shall not have been cured within 30 calendar days following delivery to Buyer of written notice of such breach (specifying in reasonable detail the claimed breach and demand of its cure or satisfaction), or (c) if termination is directed pursuant to an order of the Bankruptcy Court.
