Termination by the Sellers. The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.
Termination by the Sellers. The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under [Annex A to Servicing Agreement] the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.
Termination by the Sellers. If any of the conditions set forth in Section 6.03 of this Agreement have not been satisfied by 5:00 PM New York time on April 30, 2019 (the “Seller Option Time”), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by the SELLER, at its option, for any reason or no reason, at any time after the Seller Option Time. In the event of termination by the SELLER pursuant to this Section 7.14, written notice of such termination shall be given to the BUYER (e-mail shall suffice) and the transactions contemplated by the Agreement shall be terminated, without further action, notice or deed by any party to this Agreement. If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this Section 7.14, this Agreement shall become null and void and of no further force and effect, without any liability or obligation on the part of any party to this Agreement. Nothing in this Section 7.14, however, shall be deemed to release any party to this Agreement from any liability for damages for any breach by such party of the terms and provisions of this Agreement in the event of such party’s fraud or willful misconduct, or to impair the availability of the remedy of specific performance in accordance with
Termination by the Sellers. This Agreement may be terminated at any time prior to the Closing Date by the Sellers if there has been a material breach of any of the covenants or agreements set forth in this Agreement on the part of the Purchaser, which breach is not capable of being cured or, if capable of being cured, is not cured within five (5) days after written notice of such breach is given by the Sellers to the Purchaser.
Termination by the Sellers. This Agreement may be terminated at any time prior to the Closing by the Sellers and the purchase and sale of the Purchased Interests and contribution of the Contributed Interests abandoned, upon written notice to Buyer, upon the occurrence of any of the following:
Termination by the Sellers. The Sellers may terminate all of their agreements to sell Receivables hereunder to Buyer by giving Buyer and the Agent not less than five Business Days' prior written notice of their election not to continue to sell Receivables to Buyer (the "Termination of Sale Notice"); provided that the Termination of Sale Notice must specify the effective date of termination.
Termination by the Sellers. The Sellers may (but shall not be obligated to) terminate this Agreement prior to the Closing by giving written notice to the Company if: there has been a material violation or breach by the Company of any agreement, covenant, representation or warranty contained in this Agreement, which violation or breach shall not have been cured or corrected within 15 days after receipt of notice thereof; the Closing does not occur on or prior to November 22, 2000, or such later date as may be agreed to in writing by the parties; or any of the conditions in Section 8 have not been satisfied as of the Closing or if the Sellers are made aware and determine in their reasonable discretion that any condition will not be satisfied as of the Closing (other than through the failure of FRE or the Sellers to comply with its or their obligations under this Agreement) and FRE has not expressly waived such condition in writing on or before the Closing. In the event of such termination, no party shall have any obligation or liability to any other in respect to this Agreement, except for any breach of contract occurring prior to such termination.
Termination by the Sellers. The Sellers may, without prejudice to any other rights, terminate their obligations under this Agreement by notice to the Purchaser if (i) the Purchaser has not accepted for payment and paid for the Sellers' Shares pursuant to the Offer by December 31, 2004, (ii) the Offer Price is reduced, (iii) the Purchaser terminates the Offer in accordance with the Offer to Purchase, (iv) the Offer expires without the Purchaser purchasing all of the Sellers' Shares or (v) there is an addition (through an amendment to an existing condition or the addition of a condition) of a material pre-condition to Purchaser's obligation to accept Shares for payment under the Offer at any time after the Offer has been commenced.
Termination by the Sellers. This Agreement may be terminated by all of the Sellers at any time prior to the Closing, if a breach of any representation, warranty, agreement or covenant of the Purchaser set forth in this Agreement shall have occurred, which breach (i) would give rise to the failure of a condition set forth in Section 7.03 and, as a result of such breach, such condition would not be capable of being satisfied prior to the Termination Date, and (ii) is incapable of being cured or, if capable of being cured, is not cured by the Purchaser within thirty (30) days following receipt of written notice of such breach from the Sellers (or, if the Termination Date is less than thirty (30) calendar days from the date of receipt of such notice, by the Termination Date); provided that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 8.03 if the Sellers are then in material breach of any representations, warranties, agreements or covenants of the Sellers hereunder that would give rise to the failure of a condition set forth in Section 7.02.
Termination by the Sellers. The Sellers may terminate this Agreement prior to the Closing if the Purchaser fails to obtain approval from its Board of Directors as required by Section 5.1(d) on or before October 14, 2009.
