Termination Due to Title Matters and Conditions Sample Clauses

Termination Due to Title Matters and Conditions. If, prior to Closing, the aggregate amount of the value of (a) all Title Adjustments asserted in good faith under this Article III and (b) all adjustments for Conditions pursuant to Section 13.2(b)(i), equals or exceeds twenty percent (20%) of the Preliminary Purchase Price, then either party, at its option exercised by the giving of written notice to the other party not later than the Closing, may elect to terminate this Agreement, in which event Seller and Purchaser shall be under no obligation to each other with regard to the purchase and sale of any of the Assets, such termination to be without liability to either party. Failure of either party to give timely notice to the other party of an election to terminate this Agreement pursuant to this Section 3.7 shall be deemed an election not to terminate this Agreement.
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Termination Due to Title Matters and Conditions. If, prior to Closing, the aggregate amount of the value of (a) all Defect Adjustments asserted in good faith under this Article III, (b) all adjustments for Conditions pursuant to Section 13.2(b)(i) and 13.2(b)(ii), and (c) all adjustments to the Preliminary Purchase Price resulting from Section 3.5 (Casualty Loss), Section 3.6(a) (Preferential Purchase Rights) and Section 3.6(c) (Hard Consents), equals or exceeds twelve and one-half percent (12.5%) of the Preliminary Purchase Price, then either party, at its option exercised by the giving of written notice to the other party not later than the Closing, may elect to terminate this Agreement, in which event Seller and Purchaser shall be under no obligation to each other with regard to the purchase and sale of any of the Assets, such termination to be without liability to either party. Failure of either party to give timely notice to the other party of an election to terminate this Agreement pursuant to this Section 3.7 shall be deemed an election not to terminate this Agreement.
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Termination Due to Title Matters and Conditions. If, prior to Closing, the aggregate amount of the value of (a) all Defective Interests asserted in good faith by Purchaser under this Article III and any other matters treated as a Defective Interest under this Article III, and (b) all Conditions for which Seller has elected to adjust the Preliminary Purchase Price pursuant to Sections 13.2(b)(i) and 13.2(b)(ii), equals or exceeds twenty percent (20%) of the Preliminary Purchase Price, then either party, at its option exercised by the giving of written notice to the other party not later than the Closing, may elect to terminate this Agreement, in which event Seller and Purchaser shall be under no obligation to each other with regard to the purchase and sale of any of the Assets, such termination to be without liability to either party. Failure of either party to give timely notice to the other party of an election to terminate this Agreement pursuant to this Section 3.7 shall be deemed an election not to terminate this Agreement.
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Related to Termination Due to Title Matters and Conditions

  • Termination Conditions Such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi has committed a material breach of its obligations under this IP License Agreement, Opto-Device has given written notice of such breach to Hitachi and such breach remains uncured after the Cure Period, or, in the case of a breach, which cannot be cured within such Cure Period, Hitachi has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) such a material breach is incurable. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.

  • Termination Provisions In this Agreement:

  • Termination due to Force Majeure 13.5.1 If the Force Majeure Event or its effects continue to be present beyond the period as specified in Article 4.5.3, either Party shall have the right to cause termination of the Agreement. In such an event, this Agreement shall terminate on the date of such Termination Notice.

  • Additional Termination Provisions Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Purchaser may at its election terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property, upon 15 days' written notice to the Seller.

  • Termination Events If the Early Termination Date results from a Termination Event:—

  • Purchase Termination If (i) TRS shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS or all or substantially all of its property, (ii) TRS shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS shall immediately cease to sell Receivables to RFC VIII and shall promptly give notice to RFC VIII, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII of additional Receivables, Receivables sold to RFC VIII prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

  • Particular Methods of Procurement of Consultants’ Services 1. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants’ services shall be procured under contracts awarded on the basis of Quality and Cost-based Selection.

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

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