Termination by Acquiror. If any condition set forth herein cannot or will not be satisfied prior to Closing, or upon the occurrence of any other event that would entitle the Acquiror to terminate this Agreement and its obligations hereunder, and the Contributors fails to cure any such matter within ten business days after notice thereof from the Acquiror, the Acquiror, at its option and as its sole remedy, shall elect either (a) to terminate this Agreement and all other rights and obligations of the Contributors and the Acquiror hereunder shall terminate immediately, or (b) to waive its right to terminate and, instead, to proceed to Closing.
Termination by Acquiror. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the Board of Directors of Acquiror, if (i) Acquiror so elects by September 7, 1997 pursuant to Section 7.1(i), (ii) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed or fulfilled by the Company at or prior to such date of termination, which failure to comply has not been cured within fifteen business days following receipt by the Company of notice of such failure to comply, (iii) any representation or warranty of the Company contained in the Agreement shall not be true in all material respects when made (provided such breach has not been cured within fifteen business days following receipt by the Company of notice of the breach) or (except to the extent they relate to a particular date) on and as of the Effective Time as if made on and as of the Effective Time (in each case subject to the standard set forth in the proviso of Section 7.1(a)), (iv) (A) the Board of Directors of the Company withdraws its recommendation of this Agreement, fails to make such recommendation or modifies or qualifies its recommendation in a manner adverse to Acquiror, (B) the Board of Directors of the Company participates in (or authorizes participation in) negotiations of the type described in Section 6.2 regarding the substantive terms of a proposal for a Competing Transaction or approves or recommends a competing transaction, (C) the Company shall have entered into any agreement with respect to any Competing Transaction or (D) the Board of Directors of the Company shall resolve to do any of the foregoing, or (v) the Merger shall have been voted on by stockholders of the Company at a meeting duly convened therefor and the vote shall not have been sufficient to satisfy the conditions set forth in Sections 7.1(b) and 7.2(b).
Termination by Acquiror. If any condition set forth herein or in any of the Contribution Agreements being simultaneously executed for the acquisition of the DeBoxx Xxxiliated Partnership hotel properties cannot or will not be satisfied prior to Closing, or upon the occurrence of any other event that would entitle the Acquiror to terminate this Agreement and its obligations hereunder, and the Contributor fails to cure any such matter within ten (10) business days after notice thereof from the Acquiror, the Acquiror, at its option, may elect either (a) to terminate this Agreement, in which event the Deposit shall be forthwith returned to the Acquiror and all other rights and obligations of the Contributor and the Acquiror hereunder shall terminate immediately, or (b) to waive its right to terminate and, instead, to proceed to Closing. Notwithstanding any termination hereof, the parties shall nevertheless remain liable under Sections 3.20 and 4.
Termination by Acquiror. Acquiror, when not in material default in the performance of its obligations under this Agreement or the Arrangement Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to the Shareholder if:
(a) any of the representations and warranties of the Shareholder under this Agreement shall not be true and correct in all material respects;
(b) the Shareholder shall not have complied with its covenants to Acquiror contained in this Agreement in all material respects; provided, however, that such termination shall be without prejudice to any rights which Acquiror may have as a result of any default by the Shareholder prior to such termination.
Termination by Acquiror. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Acquiror Board if (a) there has been a breach by the Company of any representation or warranty contained in this Agreement which has not been cured in all material respects and which has caused any of the conditions set forth in Section 8.3(a) to be incapable of being satisfied by the Termination Date or (b) there has been a material breach of any of the covenants or agreements set forth in this Agreement on the part of the Company which has not been cured in all material respects and which has caused any of the conditions set forth in Section 8.3(a) to be incapable of being satisfied by the Termination Date.
Termination by Acquiror. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the adoption and approval by the shareholders of the Company referred to in Section 6.1(b), by action of the Board of Directors of Acquiror evidenced by notice given by Acquiror to the Company if (i) there has been a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions in Section 6.3(a) or Section 6.3(b) would not be satisfied (a "Terminating Company Breach"); provided that, if such Terminating Company Breach is curable by the Company through the exercise of its best efforts, then, for so long as the Company continues to exercise such best efforts (and as long as such breach is cured within 30 days of the date the Company is notified by Acquiror of such breach), Acquiror may not terminate this Agreement under this Section 7.1(c)(i); (ii) following the announcement or receipt of a proposal of a Third Party Transaction, the Board of Directors of the Company shall have altered or withdrawn its determination to recommend that the shareholders of the Company approve this Agreement and the transactions contemplated hereby; or (iii) following the announcement or receipt of a proposal for a Third Party Transaction, the Company shall have failed to proceed to hold the Company Shareholders' Meeting as required by Section 5.1.
Termination by Acquiror. 52 8.4. Termination by the Company . . . . . . . . . . . . . 53 8.5. Effect of Termination and Abandonment . . . . .
Termination by Acquiror. (a) After the Study Period, if any condition set forth herein cannot or will not be satisfied prior to Closing, or upon the occurrence of any other event that would entitle the Acquiror to terminate this Agreement and its obligations hereunder, and the Contributor fails to cure any such matter within ten (10) business days after notice thereof from the Acquiror, the Acquiror, at its option, may elect either (a) to terminate this Agreement, in which event (i) Contributor shall immediately pay to Acquiror, in cash, "Acquiror's Break-Up Fee" (as defined in Subsection (b) below) and, (ii) upon receipt of the Acquiror's Break-Up Fee, and subject to the two immediately subsequent sentences,(A) such fee shall be deemed full and complete liquidated damages, (B) such fee shall be deemed Acquiror's complete remedy and (C) all other rights and obligations of the Contributor and the Acquiror hereunder shall terminate immediately, or (b) to waive its right to terminate and, instead, to proceed to Closing. If the Acquiror terminates this Agreement as a consequence of a knowing or willful misrepresentation or breach of a warranty or covenant by the Contributor or a willful failure by the Contributor to perform its obligations hereunder, then notwithstanding the receipt by Acquiror of the Acquiror's Break-Up Fee the Acquiror shall retain all remedies accruing as a result thereof. If the Acquiror terminates this Agreement and is entitled to the Acquiror's Break-Up Fee, then, without limiting Acquiror's rights to receive such fee, Acquiror shall retain all remedies accruing as a result of the termination until such fee has been received by Acquiror. Notwithstanding any termination hereof, the parties shall nevertheless remain liable for breaches of the representations and warranties set forth in Sections 3.20 and 4.13.
Termination by Acquiror. Acquiror may, at any time prior to Closing, terminate this Agreement if:
a) any of the material representations and warranties made by Acquiree or any Stockholder as set forth herein or otherwise in connection with this Agreement are found to be materially inaccurate, in the opinions of Acquiror's legal counsel and/or independent certified public accountants; or
b) Acquiree or any Stockholder fails to perform any of its respective obligations pursuant to the terms of this Agreement on or before the Closing Date; or
c) any Debt Holder fails to cancel the outstanding obligations owed it by Acquiree or fails to release its liens in connection therewith on terms satisfactory to Acquiror; or
d) the Closing Date does not occur within sixty (60) days of the date of this Agreement for reasons other than Acquiror's failure to perform its obligations hereunder.
Termination by Acquiror. If any condition set forth herein cannot or ----------------------- will not be satisfied prior to Closing, or upon the occurrence of any other event that would entitle the Acquiror to terminate this Agreement and its obligations hereunder, the Acquiror, at its option, may elect either (a) to terminate this Agreement and all other rights and obligations of the Contributor and the Acquiror hereunder shall terminate immediately and the Deposit, if any, shall be returned to the Acquiror or (b) to waive its right to terminate and to proceed to Closing. If the Acquiror terminates this Agreement as a consequence of a material misrepresentation or breach of a warranty or covenant by the Contributor, or a failure by the Contributor to perform its obligations hereunder, the Acquiror shall have all remedies available hereunder or at law or in equity, including but not limited to the right to specific performance of this Agreement.
