Seller’s Termination Clause Samples

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. (b) IN THE EVENT THIS AGREEMENT IS TERMINATED PURSUANT TO SUBSECTION 12.1(a), ESCROW AGENT SHALL IMMEDIATELY DISBURSE THE DEPOSIT TO SELLER, AND UPON SUCH DISBURSEMENT, THIS AGREEMENT SHALL BE 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 (I) FOR THOSE PROVISIONS HEREOF WHICH BY THEIR TERMS EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT AND (II) AS SET FORTH IN SUBSECTION 12.1(c). (c) IN THE EVENT SELLER TERMINATES THIS AGREEMENT AS A RESULT OF A BREACH OR DEFAULT BY BUYER IN ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, ESCROW AGENT SHALL IMMEDIATELY DISBURSE THE DEPOSIT TO SELLER, AND UPON SUCH DISBURSEMENT SELLER AND BUYER SHALL HAVE NO FURTHER OBLIGATIONS UNDER THIS AGREEMENT, 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, AND AGREE THAT THE DEPOSIT IS A REASONABLE APPROXIMATION THEREOF. ACCORDINGLY, IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT BY DEFAULTING IN THE COMPLETION OF THE PURCHASE OF THE ASSETS, THE DEPOSIT 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 ATTORNEYS’ FEES AND COSTS OF SELLER TO ENFORCE THE PROVISIONS OF THIS SECTION 12.1 OR LIMIT BUYER’S INDEMNITY OBLIGATIONS OWED TO SELLER PURSUANT TO THIS AGREEMENT WHICH SURVIVE A TERMINATION OF THIS AGREEMENT. THE PAYMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED TO BE A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.

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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Money is a reasonable approximation thereof. Accordingly, in the event that Seller terminates this Agreement pursuant to this Section 13.1(a), the ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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. 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 if: (i) any of the conditions set forth in Sections 6.1 or 6.3 shall become impossible to fulfill other than for reasons within the control of Seller, and such conditions shall not have been waived under Section 6.3; or (ii) Buyer shall have: (A) failed to observe or perform in any material respect any of its covenants set forth in this Agreement that cannot be or has not been cured within 30 days of the giving of written notice to Buyer of such failure or, (B) breached a representation or warranty contained in Article IV or Article V hereof, and such breach cannot be or has not been cured within 30 days of the giving of written notice to Buyer of such breach, and the conditions set forth in Section 6.3(a) cannot be satisfied.

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. Seller shall terminate the employment of all of the employees engaged in the Business or operations of the Station, effective as of the Closing.

Seller’s Termination. If Seller elects to terminate this Agreement as provided in Sections 6.02, 6.09A or 9.01, or as a result of any material breach of Buyer's obligations hereunder, then Seller shall give Buyer written notice that Seller elects to so terminate this Agreement. Upon any termination by Seller, Buyer shall deliver to Seller all information, materials and data that Buyer and/or Buyer's Agents discover, obtain or generate in connection with or resulting from Buyer's investigation of the Facilities (including, without limitation, pursuant to Section 3.06); and the Parties shall thereafter have no further rights or obligations under this Agreement unless expressly provided otherwise herein. Upon any such termination (other than pursuant to Section 3.07), the Deposit (plus all accrued interest thereon) shall be paid to Seller.