Termination by Buyers. This Agreement may be terminated by Buyers, if Buyers are not then in material default, upon written notice to Sellers, upon the occurrence of any of the following:
Termination by Buyers. This Agreement may be terminated by 247MGI or Buyer by written notice to Seller, in the event of a material breach of any representation or warranty of Seller hereunder, or in the event Seller fails to perform any material covenant or obligation required to be performed by it hereunder and such failure remains uncured for ten days following such written notice.
Termination by Buyers. This Agreement may be terminated --------------------- prior to the Closing Date by Buyers, at their sole option, upon notice to the Company upon the occurrence of any of the following events:
(a) Sellers' breach or failure to comply in any material manner with any term or provision of this Agreement which breach is not curable or, if curable, is not cured within ten (10) business days of receipt of notice from Buyers;
(b) Any of Sellers' representations or warranties in Section 4.1, 4.3 or 4.4 of this Agreement becomes or is found to be inaccurate in any material respect (provided that the foregoing materiality standard shall not be deemed to compound the materiality standard applicable to any representation or warranty that is itself qualified or limited by materiality), except for such inaccuracies as are not in the aggregate material to the Credit Card Business or the ability of Buyers to utilize the Credit Card Assets in the same manner as utilized prior to the Closing Date, and such untruth is not curable or, if curable, is not cured by Sellers within ten (10) business days of receipt of notice from Buyers;
(c) Any Seller Material Adverse Effect;
(d) Any Seller is adjudged bankrupt or insolvent by a court of competent jurisdiction or a regulatory agency; insolvency proceedings are instituted against such Seller; a court of competent jurisdiction or a regulatory agency appoints a receiver, liquidator, conservator or trustee for such Seller or all or substantially all of its assets, or approves any petition filed against such Seller seeking such Seller's reorganization; any Seller enters into an operating agreement or similar agreement with any regulatory agency with jurisdiction over such Seller that restricts or prohibits such Seller's ability to perform this Agreement; or any regulatory agency with jurisdiction over such Seller announces its intention to appoint a receiver, liquidator, conservator, or trustee for such Seller or for all or substantially all of such Seller's assets or to enter into an operating agreement or similar agreement that materially restricts or prohibits such Seller's ability to perform this Agreement; or
(e) Any Seller institutes proceedings for voluntary bankruptcy, files a petition seeking reorganization under the Federal Bankruptcy Code, files under any law for relief of debtors, consents to the appointment of a receiver of all or substantially all of its property, makes a general assignment for the benefit of its credito...
Termination by Buyers. This Agreement may be terminated and the transactions contemplated hereby may be abandoned by any Buyer at any time prior to the Closing Date, if (i) the Company shall have failed to comply with any of its covenants or agreements contained in this Agreement, (ii) there shall have been a breach by the Company of any representation or warranty made by it in this Agreement, (iii) there shall have occurred any event or development, or there shall be in existence any condition, having or reasonably likely to have a Material Adverse Effect, (iv) an Event of Default (as defined in the Promissory Notes) shall have occurred under any Promissory Note, or (v) the Company shall have failed to satisfy the conditions provided in Article VII by March 31, 2007.
Termination by Buyers. Buyers may terminate this Agreement prior to Closing (g) if at any time Sellers are in breach of any of their representations, warranties, covenants or obligations under this Agreement, which breach (A) has a Material Adverse Effect on either (x) the New Orleans Business or (y) the S.E. FH Virginia Business, as applicable, in each case taken as a whole and (B) cannot be or has not been cured within thirty (30) calendar days after Buyers have given written notice of such breach to Sellers; (h) if the FTC staff advises the parties in writing that Buyers are not acceptable purchasers of the Assets; (i) if the Decision and Order is modified by the FTC or FTC staff in a manner that would have a material adverse effect on Buyers benefits of this Agreement; or (j) if for any other reason, the Closing shall not have occurred on or before the Outside Date unless (A) such failure shall be due to the failure of Buyers to perform or comply with any of the their covenants, agreements or conditions in this Agreement to be performed or complied with by it prior to the Closing and (B) Sellers have elected to extend the Outside Date pursuant to Section 7.1(b)(iii); provided, however, that if the Closing has not occurred on or before the Outside Date because the Regulatory Approvals required by Section 6.2 are not yet obtained, Buyers may, upon notice to Sellers, extend the Outside Date by thirty (30) days.
Termination by Buyers. This Agreement may be terminated by Buyers and the Purchase may be abandoned at any time prior to the Effective Time, if (i) any Seller shall have failed to perform in any material respect any of its material obligations under this Agreement to be performed at or prior to such date of termination, which failure to perform is not cured, within thirty (30) days after the receipt by the Seller of written notice of such failure or a longer period of time if the Seller are diligently pursuing such cure, or (ii) any breach of a representation or warranty of the Seller contained in this Agreement shall have occurred that would cause the condition set forth in Section 6.3(a) not to be satisfied; provided, that such failure to satisfy such condition is not cured, within thirty (30) days after the receipt by Seller of written notice of such failure or a longer period of time if the Seller are diligently pursuing such cure.
Termination by Buyers. 33 9.3 Rights on Termination.........................................................................33 Section 10. Survival of Representations and Warranties; Indemnification; Certain Remedies.................33 10.1 Representations, Warranties and Covenants.....................................................33 10.2 Indemnification by Sellers....................................................................34
Termination by Buyers. If Buyers are entitled to and in fact disapprove any of the conditions set forth in Section 5.1, then subject to Seller’s rights of cure to the extent provided in Section 5.1, Escrow and this Agreement shall automatically terminate upon receipt by Sellers and Escrow Holder of Buyers’ written notice of disapproval of such condition within the time and in the manner provided in Section 5.2; provided, however, that if the failure of (i) the condition set forth in Section 5.1.2 results from a breach or default by either Seller of its obligations under this Agreement or (ii) the condition set forth in Section 5.1.1 results from a breach of an express representation or warranty of either Seller pursuant to Section 8 when made, then in lieu of terminating this Agreement and Escrow pursuant to this Section 7.1, Buyers shall be entitled to exercise their rights pursuant to Section 7.2 below. Upon any termination pursuant to this Section 7.1.1, Buyers shall pay Sellers $100.00 as consideration for such termination rights.
Termination by Buyers. 89 8.5 Effect of Termination and Abandonment ............................. 89 ARTICLE 9 - MISCELLANEOUS ................................................... 90
Termination by Buyers. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date by action of the board of directors of Buyers if there has been a material breach by any Seller Party of any representation, warranty, covenant or agreement contained in this Agreement that, together with all such breaches, would prevent any of the conditions set forth in Article 6 from being satisfied (other than by waiver) prior to the Termination Date and that is not curable or, if curable, is not cured within twenty Business Days after written notice of such breach is given by Buyers to Fortis.
