Seller’s Termination Right. Seller may terminate the Transaction in accordance with subsection (b)(i) above upon the occurrence of any of the following events: (I) Buyer provides written notice to Seller rejecting the exercise of the Option, (II) the Option expires without being exercised, (III) Buyer fails to seek Option Approval within thirty days of the Exercise Date, or (IV) Buyer fails to obtain Option Approval within one hundred eighty days of Buyer’s receipt of the Revocation Notice. If Seller then terminates the Transaction, such termination shall be effective thirty days from the date on which Seller notifies Buyer of such termination. Both Parties shall continue to perform under this Transaction until the effectiveness of any such termination by Seller.
Seller’s Termination Right. Provided Xxxxxx has not corrected these within 14 days from your written notice to Lazada of the occurrence of any of the following, you have the right to immediately terminate these Terms:
(a) Lazada (or its designated providers) delaying payment for more than thirty (30) days without reason; (b) Lazada delaying returns for more than sixty (60) days without valid reason; (c) the making of a judicial management or administration order in relation to Lazada or the appointment of a receiver over Xxxxxx’s assets; (d) the making of an arrangement or composition by Xxxxxx with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or (e) Lazada ceasing or threatening to cease to carry on business.
Seller’s Termination Right. Seller may terminate the Transaction in accordance with subsection (b)(i) above upon the occurrence of any of the following events: (I) Buyer provides written notice to Seller rejecting the exercise of the Option,
Seller’s Termination Right. The Agreement is hereby amended to add the following thereto as new Section 35:
Seller’s Termination Right. Seller shall have the right to terminate this Agreement for any reason or for no reason, and in its sole and absolute discretion (“Seller’s Termination Right”), by delivering notice to Purchaser thereof on or before the earlier of (a) the end of the Title Review Period and (b) such time as Purchaser issues the Press Release, as hereinafter defined (“Seller’s Termination Date”). In the event Seller terminates this Agreement pursuant to this Section 35, the Xxxxxxx Money shall be returned to Purchaser, and neither party will have any further rights, duties or obligations hereunder other than those which expressly survive the termination of this Agreement. In the event Seller does not terminate this Agreement prior to the Seller’s Termination Date, Seller’s Termination Right shall expire, and Seller shall have no further right to terminate this Agreement pursuant to this Section 35. Notwithstanding anything in Section 24 or Section 29 (or in the Confidentiality Agreement referenced therein) of this Agreement to the contrary, Purchaser may at any time issue a press release regarding this Agreement substantially in the form of Schedule 35 attached hereto without any further consent or approval from the Seller (the “Press Release”).
Seller’s Termination Right. Notwithstanding any other provision in this Agreement to the contrary, the Seller may, prior to Closing, terminate this Agreement (other than Clauses 1, 4.8, 10, 13, 15.2 to 15.21 and Schedule 7 (Limitations of Liability under Clause 10)) with immediate effect if (i) the Purchaser or any of the Purchaser’s Associates has become a Sanctioned Person, or (ii) upon the Seller’s reasonable determination, the Purchaser or any of the Purchaser’s Associates has, in connection with the entry into of this Agreement, the transactions contemplated by this Agreement and/or any matter pertaining directly or indirectly to this Agreement, including the negotiation of this Agreement and the fulfilment of the Purchaser’s obligations hereunder, violated or caused the Seller to violate; (a) any Anti-Bribery Law; (b) any Economic Sanctions Law; (c) the US Export Administration Regulations or the US International Traffic in Arms Regulations; or (d) any applicable anti-money laundering or anti-terrorist financing law or regulation of any relevant country.
Seller’s Termination Right. Provided LEI has not corrected these within 14 days from your written notice to Lazada of the occurrence of any of the following, you have the right to immediately terminate this LSA: (a) the making of a judicial management or administration order in relation to LEI or the appointment of a receiver over LEI’s assets; (b) the making of an arrangement or composition by LEI with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or (c) LEI ceasing or threatening to cease to carry on business.
Seller’s Termination Right. Buyer may reject the FRP Adjusted Royalty Rate for each KCD-Branded Product Category or any of them (each an “FRP Rejected Category”) by written notice delivered to Seller on or before the 30th day following the FRP Delivery Date (a “FRP Rejection Notice”). Subject to the last sentence of this paragraph 1.c), if Seller receives an FRP Rejection Notice then, on or before the 15th day following Seller’s receipt of the FRP Rejection Notice, Seller may either (i) terminate Seller’s obligations in Section 3 of the Agreement to sell to Buyer all KCD-Branded Products in the FRP Rejected Category, or (ii) terminate this Agreement, which termination referred to in clause (i) or clause (ii) will take effect on the last day of the Initial Term. If Seller receives an FRP Rejection Notice and does not exercise either of its termination rights described in, and in accordance with, the terms of the preceding sentence, then the Initial-Term Rate and not the Comparable Market Royalty Rate will become the Royalty Rate for the FRP Rejected Category during the Renewal Period. Seller may not exercise its termination rights in this paragraph 1.c) if Seller or any of its Affiliates has failed to comply with any of its material obligations in the Agreement and the failure is continuing.
Seller’s Termination Right. Notwithstanding anything herein to the contrary, to the extent that Buyer shall terminate this Agreement with respect to certain Properties, either as of the Inspection Date or the Closing Date, such that Buyer is only willing to purchase Properties whose aggregate allocation of the Purchase Price hereunder is less than Five Million One Hundred Thousand and 00/100 Dollars ($5,100,000.00) (the “Threshold”), then Seller may terminate this Agreement by delivering written notice thereof to Buyer no later than five (5) Business Days after Bxxxx’s termination notice triggering the Threshold, in which event the Deposit, minus the Independent Consideration, shall be returned to Buyer, and the parties shall have no further rights or obligations hereunder with respect to the Properties, except for those which survive such termination per the express terms of this Agreement.
Seller’s Termination Right. If the condition set forth in Section 8(a)(i) of the Agreement has been satisfied, Sellers shall nonetheless have the right to give Purchaser written notice of Sellers' willful default under this Agreement by giving written notice thereof to Purchaser by 1:00 p.m. on Friday, April 4, 2003, which notice shall be given in a manner such that it shall be received by Purchaser at or before 1:00 p.m. E.S.T. on Friday, April 4, 2003, in which case the Deposit shall be returned to Purchaser, Sellers shall pay a termination fee to Purchaser in the amount of $3,000,000 (instead of $15,000,000 as specified in Section 15(b) of the Agreement) as liquidated and agreed upon damages for such willful default, it being agreed that Purchaser's damages are impractical or extremely difficult to ascertain and such sum represents a reasonable estimate of the damages Purchaser will incur on account of Sellers' willful default, and thereafter neither Sellers nor Purchaser shall have any further rights, liabilities or obligations hereunder except for the Surviving Obligations.
