Termination by the Buyer Sample Clauses

Termination by the Buyer. The Buyer may terminate this Contract at any time by giving 20 Business Days Notice to the Supplier.

Termination by the Buyer. This Agreement may be terminated by the Buyer at any time prior to the Effective Time if: (a) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.02(a) or Section 6.02(b) not to be satisfied and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.04; provided that, any wilful breach shall be deemed to be incapable of being cured and the Buyer is not then in breach of this Agreement so as to cause any of the conditions in Section 6.03(a) or Section 6.03(b) not to be satisfied; (b) prior to the approval by the Company Shareholders of the Arrangement Resolution: (i) the Company Board fails to unanimously recommend, withdraws, amends, modifies or qualifies in a manner that has substantially the same effect, or fails to publicly reaffirm within five (5) Business Days after having been requested to do so by the Buyer, acting reasonably, the approval or recommendation of the Arrangement or the Arrangement Resolution (a “Company Change in Recommendation”); (ii) the Company Board approves, recommends or authorizes the Company to enter into a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 7.03(a)(iv) concerning an Acquisition Proposal; or (iii) the Company breaches ARTICLE VII in any material respect; (c) prior to the approval of the Arrangement Resolution by the Company Shareholders, the Buyer Board fails to unanimously recommend, withdraws, amends, modifies or qualifies in a manner that has substantially the same effect, or fails to publicly reaffirm within five (5) Business Days after having been requested to do so by the Company, acting reasonably, the approval or recommendation of the Arrangement or the Arrangement Resolution (a “Buyer Change in Recommendation”) or the Buyer enters into a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 7.03(a)(iv) with respect to a Competing Transaction; provided that, the Buyer is then in compliance with ARTICLE VII and that prior to or concurrent with such termination the Buyer pays the Buyer Termination Fee in accordance with Section 7.07; or (d) there has occurred a Company Material Adverse Effect which is incapable of being cured on or before the Outside Date.

Termination by the Buyer. The Buyer may serve a notice to the Seller of intended termination of this Agreement upon the occurrence of any of the following events (each a “Seller Event”) unless such events result from Force Majeure or a Buyer Event: lack or withdrawal of a licence held by the Seller and required for the performance of this Agreement; dissolution of the Seller unless aimed at transformation, consolidation or reorganisation that a) does not affect the ability of the legal successor company to perform the obligations of the Seller under this Agreement, and

Termination by the Buyer. If the Buyer has exercised or is deemed to have exercised the option to terminate any Transactions referred to in Section 18.2, (a) the Seller’s obligations hereunder to repurchase all Purchased Loans in such Transactions shall thereupon become immediately due and payable, (b) to the extent permitted by applicable law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily multiplication of (i) the greater of the Pricing Rate for such Transaction and the Default Pricing Rate by (ii) the Purchase Price for such Transaction as of the Repurchase Date as determined pursuant to Section 18.2 (decreased as of any day by (A) any amounts retained by the Buyer with respect to such Purchase Price pursuant to clause (c) of this Section 18.3, (B) any proceeds from the sale of Purchased Loans pursuant to clause (a) of Section 18.4, and (C) any amounts credited to the account of the Seller pursuant to clause (b) of Section 18.4) on a three hundred sixty (360) day per year basis for the actual number of days during the period from and including the date of the Event of Default giving rise to such option to but excluding the date of payment of the Repurchase Price as so increased, (c) all Income paid after such exercise or deemed exercise shall be payable to and retained by the Buyer and applied to the aggregate unpaid Repurchase Prices owed by the Seller and (d) the Seller shall immediately deliver to the Buyer any documents relating to Purchased Loans subject to such Transactions then in the Seller’s, its Servicer’s or its subservicer’s possession.

Termination by the Buyer. This Agreement may be terminated and the Transaction may be abandoned at any time prior to the Closing Date by action of the board of directors of the Buyer if there has been a material breach of any other representation, warranty, covenant or agreement made by the Seller Management or Target Entities in this Agreement, or any such representation and warranty shall have become untrue or incorrect after the execution of this Agreement, such that (i) the condition set forth in either Section 7.02(a) or 7.02(b) would not be satisfied and (ii) such material breach or failure to be true or correct is not cured within 30 Business Days following receipt of written notice of such breach or failure from the Buyer; provided, however, that the failure of any such condition to be capable of satisfaction is not the result of a material breach of this Agreement by the Buyer.

Termination by the Buyer. (a) The Buyer may terminate this Agreement at any time before Completion by notice in writing to the Seller if: (i) the Seller becomes Insolvent; (ii) a holder of an Encumbrance takes possession of the whole or any substantial part of the undertaking and property of the Seller; or (iii) it is entitled to do so under clause 6.3(b). (b) If the Buyer terminates this Agreement under clause 3.1(a), then the Buyer will be entitled to claim and recover from the Seller any Loss arising from the termination.

Termination by the Buyer. The Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing in the event the Seller has given the Buyer any notice pursuant to Section 7.5.

Termination by the Buyer. In addition to any other right to terminate this EPA expressly set out in any other provision of this EPA, the Buyer may terminate this EPA, by notice to the Seller if: (a) the Seller has failed to obtain all Material Permits on or before the date that is the earlier of: (i) Guaranteed COD; and (ii) the third anniversary of the Effective Date; provided that the Buyer may terminate this EPA under this provision only if the Buyer delivers a termination notice before the date on which the Seller has secured all Material Permits, and if the Seller has not already delivered a notice of termination under subsection 16.2(a); (b) COD does not occur by Guaranteed COD plus 365 days plus all Force Majeure Days (not exceeding 180 Force Majeure Days), provided that if the Seller can demonstrate on or before such date by clear and convincing evidence acceptable to the Buyer, acting reasonably, that construction of the Incremental Seller’s Plant and the integration of the Incremental Seller’s Plant into the Seller’s Plant is 80% complete by such date, the Buyer may terminate this EPA under this provision, by notice to the Seller, only if the Seller fails to achieve COD within a further 180 days plus any further Force Majeure Days (not exceeding 180 Force Majeure Days) after such date, and provided further that the Buyer shall be entitled to terminate this EPA under this provision only if the Buyer delivers a termination notice before COD; (c) either Party has received a notice from the other Party invoking Force Majeure and the Force Majeure has not been terminated by the date that is 730 days after the date of notice invoking Force Majeure, provided that the Buyer may terminate this EPA under this provision only if the Buyer delivers a termination notice before the end of the Force Majeure; (d) a Transmission System Outage that is directly caused by a Force Majeure has persisted continuously for 730 or more days after the commencement of Force Majeure, provided that the Buyer may terminate this EPA under this provision only if the Buyer delivers a termination notice before the end of such Transmission System Outage; or (e) a Buyer Termination Event occurs. Any termination pursuant to this section 16.1 shall be effective immediately upon delivery of the notice of termination to the Seller.

Termination by the Buyer. This Agreement may be terminated and the Exchange Offer may be terminated at any time prior to the Closing Date, by action of the Board of Trustees of the Buyer, if (a) after the date hereof: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Buyer will in the immediate future materially disrupt, the securities markets; (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; (iii) a banking moratorium shall have been declared either by Federal or New York State authorities; (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crises the effect of which on the financial markets of the United States or on the United States is such as to make it, in the judgment of the Buyer, impracticable to consummate the Proposed Transactions; or (v) any restriction materially adversely affecting the Proposed Transactions which was not in effect on the date hereof shall have become effective; (b) there has been a breach by NAI or the Sellers of any representation or warranty contained in this Agreement which would have or would be reasonably likely to have an NAI Material Adverse Effect or, materially impair NAI's or the Seller's ability to consummate the transaction contemplated by the Transaction Documents, which breach is not curable by December 31, 1998, or (c) there has been a material breach of any of the covenants or agreements set forth in this Agreement on the part of NAI or the Sellers which breach is not curable or, if curable, is not cured within 30 days after written notice of such breach is given by the Buyer to NAI and the Sellers.

Termination by the Buyer. This Agreement may be terminated and the Stock Purchase may be abandoned at any time prior to the Closing by the Buyer, if any representation of any of the Company or the Stockholders contained in this Agreement shall have been inaccurate, or any of the Company or the Stockholders shall have breached any representation, warranty, covenant or other agreement contained in this Agreement, in any such event that would give rise to the failure of a condition set forth in Section 7.2(a) or (b) hereof, which inaccuracy or breach cannot be or has not been cured within twenty (20) days after the giving of written notice by the Buyer to the Company thereof.