TERMINATION BY PURCHASERS. If this Agreement shall be terminated by the Purchasers because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason (other than those set forth in Article V) the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Purchasers for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by such Purchasers in connection with the New Debentures. Except as provided herein, the Purchasers shall bear all of their expenses, including the fees and disbursements of counsel.
TERMINATION BY PURCHASERS. If this Agreement shall be terminated by the Purchasers because of any failure or refusal on the part of GTE to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason (other than those set forth in Article V) GTE shall be unable to perform its obligations under this Agreement, GTE will reimburse the Purchasers for all out-of- pocket expenses (including the fees and disbursements of counsel) reasonably incurred by such Purchasers in connection with the New Securities. Except as provided herein, the Purchasers shall bear all of their expenses, including the fees and disbursements of counsel.
TERMINATION BY PURCHASERS. In the event any of the conditions contained in Section 8.1 are not fully and completely satisfied as of the Closing Date, and the conditions shall not have been expressly waived in writing by Purchasers, this Agreement shall terminate upon notice by Purchasers to Sellers. In addition, Purchasers shall have the right to terminate this Agreement as provided in Sections 6.7, 6.8 and 6.15, above.
TERMINATION BY PURCHASERS. In the event that any condition in Section 6.1 shall not have been performed or fulfilled on or prior to Closing, the Purchaser in its sole discretion may, without limiting any rights or remedies otherwise available at law or equity either (a) terminate this Agreement by notice in writing to the Vendor, in which event the Purchaser shall be released from all obligations or all then outstanding obligations as the case may be, under this Agreement; or (b) waive compliance with any of such conditions without prejudice to its right of termination in the event of non-fulfilment of any other condition in whole or in part.
TERMINATION BY PURCHASERS. This Agreement may be terminated by the Purchasers upon written notice to the Company if:
i. there is an inaccuracy or a breach in any material respect by the Company of any of the respective representations, warranties, covenants, or obligations of the Company set forth in this Agreement that (A) is materially adverse to the Purchasers such that a closing condition in Section 5.1 would reasonably be expected to not be satisfied by the Outside Date and (B) (if capable of being cured) has not been cured before ten business days after the transmission of a written notice to the Company detailing any such breach;
ii. there shall have occurred any event or condition that has had or would be reasonably expected to have a Material Adverse Effect, in each case as compared to such business, operations, assets, liabilities or financial condition as of the date hereof, and such Material Adverse Effect is, if capable of being remedied or cured, not remedied or cured within ten business days of the occurrence thereof; or
iii. any of the Third-Party Purchasers terminates a Third-Party Agreement in accordance with the terms thereof.
TERMINATION BY PURCHASERS. A Purchaser may terminate its obligations under this Agreement by notice to the Company if the Closing does not occur by June 6, 2002."
6. The following shall be added to Section 3.1 of the Purchase Agreement:
TERMINATION BY PURCHASERS. This Agreement may be terminated by the Purchasers at any time prior to the First Closing Date, by written notice to the Company, if (i) the Company has materially breached its representations, warranties, covenants, agreements or obligations hereunder (other than a breach of its covenants and obligations under Section 5.8) and such breach has not been cured within ten (10) days following written notification thereof, (ii) the Company, in any manner, has breached its covenants and obligations under Section 5.8 or (iii) there is a Change of Board Recommendation.
TERMINATION BY PURCHASERS. 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 Purchasers to terminate this Agreement and its obligations hereunder, or if Sellers default in performing any of their covenants or obligations under this Agreement and the Sellers fail to cure any such matter within five days after notice thereof from the Purchasers, the Purchasers, at their option and as its sole remedy, shall elect either (a) to terminate this Agreement and receive a refund of the entire Deposit, with interest, and all other rights and obligations of the Sellers and the Purchasers hereunder shall terminate immediately, or (b) to waive its right to terminate and, instead, to proceed to Closing.
TERMINATION BY PURCHASERS. Each Noteholder may terminate this Agreement, with respect to such Noteholder only, by written notice given by such Noteholder to Company if any condition described in Section 3.2. is not fulfilled by Company or waived in writing by such Noteholder on or prior to the Closing Date.
TERMINATION BY PURCHASERS. Notwithstanding anything to the contrary herein, Purchasers shall have the right, in their sole and absolute discretion, at any time prior to its payment of the Initial Purchase Price, to terminate this Agreement, in which event, this Agreement shall be terminated and no party shall have any further obligation to any other party.
