Common use of Termination by Buyer Clause in Contracts

Termination by Buyer. This Agreement may be terminated by Buyer if (i) there has been a material violation or breach by the Seller of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller shall have attempted to terminate this Agreement under this Article 12 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller at any time prior to the closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller shall have attempted to terminate this Agreement under this Article 12 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b) 12.2 hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller Sellers of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller Sellers shall have attempted to terminate this Agreement under this Article 12 14 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Sellers at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b14.2.(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by BuyerBuyer and Parent, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer and Parent which has not been so waived, including but not limited to the provisions of Paragraph 9.5 hereof, or (iii) the Seller Company shall have attempted to terminate this Agreement under this Article 12 13 or otherwise without grounds to do so, then Buyer and Parent may, by written notice to the Seller Company at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b13.2.(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller shall have attempted to terminate this Agreement under this Article 12 13 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b13.2.(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller Company shall have attempted to terminate this Agreement under this Article 12 13 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Company at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b13.2.(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if (i) there has been a material violation or breach by the Seller of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller shall have attempted to terminate this Agreement under this Article 12 ARTICLE 13 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller at any time prior to the closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(bSECTION 13.2(C) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller any Shareholder or Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller Company, Shareholders' Agent or any Shareholder shall have attempted to terminate this Agreement under this Article 12 Section 10 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Shareholders' Agent at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b10.2(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer (other than those set in Sections 10.3, 10.4 and 10.6) which has not been so waived, or (iii) the Seller shall have attempted to terminate this Agreement under this Article 12 14 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b14.2.(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (ia) there has been a material violation or breach by the Seller Sellers or Shareholders of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (iib) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iiic) the Seller Sellers or Shareholders shall have attempted to terminate this Agreement under this Article 12 13 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Sellers and Shareholders at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b) 13.2.3 hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if (i) there has been a material violation or breach by the Seller of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller shall have attempted to terminate this Agreement under this Article 12 ARTICLE 13 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller at any time prior to the closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(bSECTION 13.2(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waivedwaived (including but not limited to the condition contained in Section 8.3 hereof), or (iii) the Seller Company shall have attempted to terminate this Agreement under this Article 12 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Company at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b12.2.(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (ia) there has been a material violation or breach by the Seller or PWBV of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (iib) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iiic) the Seller shall have attempted to terminate this Agreement under this Article 12 10 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b) 10.2.3 hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if (i) there has been a material violation or breach by the Seller of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller shall have attempted to terminate this Agreement under this Article 12 13 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller at any time prior to the closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b13.2(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller any Shareholder or Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller Company, Shareholders’ Agent or any Shareholder shall have attempted to terminate this Agreement under this Article 12 0 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Shareholders’ Agent at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b) 0 hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller any Shareholder or Company of any of the agreements, agreements or representations or warranties contained in Section 3.2 or Section 3.3 (as it relates to Shareholders) of this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller Company or any Shareholder shall have attempted to terminate this Agreement under this Article 12 or otherwise without grounds to do sofor any reason other than those specified in Sections 10.1 and 10.2.(b), then Buyer may, by written notice to the Seller Shareholder at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b) 10.3 hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there an event has been a material violation or breach by the Seller of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of occurred such that a condition to the obligations of Buyer which has cannot been so waived, be satisfied or (iiiii) the Seller Company shall have attempted to terminate this Agreement under this Article 12 13 or otherwise without grounds to do so, and such failure or wrongful termination attempt has not been cured, within ten (10) days after notice thereof is given to Company, then Buyer may, by written notice to the Seller Company at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b) hereof13.2.(c). Notwithstanding the foregoing, if Buyer has breached a representation, warranty or covenant in any material respect, then Buyer may not terminate this Agreement on the basis of such breach.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller Sellers of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which Buyer has not been so waivedwaived in writing, or (iii) the Seller Sellers shall have attempted to terminate this Agreement under this Article 12 14 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Sellers at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b) 14.4 hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller Company shall have attempted to terminate this Agreement under this Article 12 14 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Company at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b14.2(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller Parent, Company, or Shareholder of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller Parent, Company, or Shareholder shall have attempted to terminate this Agreement under this Article 12 Section 10 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Parent at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b10.2(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation -------------------- or breach by the Seller Shareholders of any of the agreements, representations representations, or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer (other than those conditions described in Section 11.01(c), as to which 11.01(c) shall form the basis for termination) which Buyer has not been so waivedwaived in writing, or (iii) the Seller Shareholders shall have attempted to terminate this Agreement under this Article 12 XI or otherwise without grounds to do so, then Buyer may, by shall give written notice to the Seller Shareholders at any time prior to the closing Closing that such violation, breach, failure failure, or wrongful termination attempt is continuingcontinuing and, if such violation, breach, failure, or wrongful termination is not cured by Shareholders within ten (10) days after the date of such notice, Buyer may terminate this Agreement with the effect set forth in Section 12.2(b11.02(d) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller any Shareholder or Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller Company, Shareholders' Agent or any Shareholder shall have attempted to terminate this Agreement under this Article 12 10 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Shareholders' Agent at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b10.2(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller of any of the agreementsits representations, representations warranties, covenants or warranties contained in this Agreement which agreements that has not been waived in writing by Buyer, or (ii) there an event has been occurred (other than a failure breach of satisfaction of this Agreement by Buyer) such that a condition to the obligations of Buyer which has cannot been so waivedbe satisfied, or (iii) the Seller shall have attempted to terminate this Agreement under this Article 12 X or otherwise without grounds to do so, then Buyer may, by upon written notice to the Seller at any time prior to the closing Closing during the period that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b) hereof10.2(c).

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, waived or (iii) the Seller Company shall have attempted to terminate this Agreement under this Article 12 13 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Company at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b13.2.(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller Company shall have attempted to terminate this Agreement under this Article 12 Section 8 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Company at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b8.2(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller any Shareholder or Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer within the time period provided for the satisfaction of such condition and which has not been so waived, or (iii) the Seller Company or any Shareholder shall have attempted to terminate this Agreement under this Article 12 or otherwise 11 without grounds to do so, then Buyer may, by five days prior written notice to the Seller Shareholders at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b11.2(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller Parent, Company, or Shareholder of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Seller Parent, Company, or Shareholder shall have attempted to terminate this Agreement under this Article 12 SECTION 10 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller Parent at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(bSECTION 10.2(c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the Seller of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or if such breach has not been cured by Seller, within ten (10) business days following receipt of the notice of such breach or on the date immediately preceding the scheduled Closing Date, whichever is earlier; or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, ; or (iii) the Seller shall have attempted to terminate this Agreement under this Article 12 XII or otherwise without grounds to do so, then Buyer may, by written notice to the Seller at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(bsubsection (c) hereof.

Termination by Buyer. This Agreement may be terminated by Buyer if If (i) there has been a material violation or breach by the any Seller or Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) the Company or Seller shall have attempted to terminate this Agreement under this Article 12 10 or otherwise without grounds to do so, then Buyer may, by written notice to the Seller at any time prior to the closing Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 12.2(b10.2.(c) hereof.