Termination by Reason of Breach. This Agreement may be terminated by the Seller, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Buyer or the failure by the Buyer to perform any condition or obligation hereunder, and may be terminated by the Buyer, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Seller or the failure of the Seller to perform any condition or obligation hereunder.
Termination by Reason of Breach. This Agreement may be terminated by Seller if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of Buyer or the failure by Buyer to perform any condition or obligation hereunder, and may be terminated by Buyer, if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of Seller or the failure of Seller to perform any condition or obligation hereunder. Written notice of any such termination must be delivered by the terminating Party to the non-terminating Party and non-terminating Party shall have thirty (30) days to cure said breach. If such breach shall remain uncured by such thirtieth (30th) day then this Agreement may be terminated.
Termination by Reason of Breach. This Agreement may be terminated by the Stockholders, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Buyer or the failure by the Buyer to perform any condition or obligation hereunder, and may be terminated by the Buyer, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Stockholders, the Company or any of the Subsidiaries or the failure of the Stockholder, the Company or any of the Subsidiaries to perform any condition or obligation hereunder (such a breach by the Stockholders, the Company or any of the Subsidiaries shall be referred to herein as a "Pre-Closing Breach").
Termination by Reason of Breach. This Agreement may be terminated by TJX or Seller, if any time prior to the Closing there shall occur a material or willful breach of any of the representations, warranties or covenants of Buyer or the failure by Buyer to perform any material condition or obligation hereunder, and may be terminated by Buyer, subject to Section 5.3, if at any time prior to the Closing there shall occur a material or willful breach of any of the representations, warranties or covenants of TJX or Seller or the failure of TJX or Seller to perform any material condition or obligation hereunder. If this Agreement is terminated by reason of breach, subject to Section 5.3, the breaching party shall indemnify the non-breaching party for all costs and expenses incurred by the non-breaching party (including all legal, accounting or other professional fees and commitment fees); provided, that the non-breaching party shall have any and all further rights and remedies available to it under law or equity as a result of such breach.
Termination by Reason of Breach. This Agreement may be terminated by the Seller, if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Buyer or a material failure by the Buyer to perform any condition or obligation hereunder, and may be terminated by the Buyer, if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Seller or a material failure of the Seller to perform any condition or obligation hereunder, in each case if the breaching party has not cured such breach within ten (10) days of receipt of written notice thereof from the non-breaching party.
Termination by Reason of Breach. (a) By Seller or Whitxxxxx. Xxis Agreement may be terminated by Seller if, as of the Closing Date, there shall have occurred (i) a material breach of any of the representations or warranties of Buyer or Superior under this Agreement or (ii) a material failure by Buyer or Superior to perform any condition or obligation required to be performed by it under this Agreement, in either case which has not been remedied as of the date of termination.
Termination by Reason of Breach. This Agreement may be terminated by the Seller, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Buyer or the failure by the Buyer to perform in any respect any condition or obligation hereunder provided that such breach or failure would reasonably be expected to create a liability of $100,000 or more, the Seller has notified the Buyer of the breach, and the breach has continued without cure for the lesser of 15 days after receipt of notice and the number of days prior to the Closing. This Agreement may be terminated by the Buyer, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Seller, PGL or Teberebie or the failure of the Seller, PGL or Teberebie to perform in any respect any condition or obligation hereunder provided that such breach or failure would amount to a Material Adverse Effect, the Buyer has notified the Seller of the breach, and the breach has continued without cure for the lesser of 15 days after receipt of notice and the number of days prior to the Closing (such a breach by the Seller, PGL or Teberebie shall be referred to herein as a "PRE-CLOSING BREACH").
Termination by Reason of Breach. This Agreement may be terminated by the Transferor, if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Transferee or the failure by the Transferee to perform any condition or obligation hereunder, and may be terminated by the Transferee, if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Transferor or the failure of the Transferor to perform any condition or obligation hereunder. Written notice of any such termination must be delivered by the terminating party to the non-terminating party.
Termination by Reason of Breach. This Agreement may be terminated by the Stockholder, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Buyer or the failure by the Buyer to perform any condition or obligation hereunder, and may be terminated by the Buyer, if at any time prior to the Closing there shall occur a breach of any of the representations, warranties or covenants of the Stockholder or the Company or the failure of the Stockholder or the Company to perform any condition or obligation hereunder. In addition, the Stockholder may terminate this Agreement on or before August 16, 2002, in the event that Xxxxxx Xxxxxx Partners LLC advises the Company that it will be unable to deliver the opinion contemplated by Subsection 7.4.
