TERMINATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES Sample Clauses

TERMINATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES. For Contractor’s breach or violation of the representations or warranties set forth above in Sections 3.1, 3.4 and 3.5, the Corporation may terminate this Agreement upon 30 days prior notice to the Contractor. The notice of Corporation’s intent to terminate this Agreement shall specify the nature of the alleged breach and will be sent via U.S. certified mail. If the Contractor has not cured such breach (if de minimus and capable of cure) or explained the same to the satisfaction of the Corporation within such thirty (30) day period, then the Corporation may terminate this Agreement immediately upon notice to the Contractor without liability to the Contractor, This remedy, if effected, shall not constitute the sole remedy afforded the Corporation for the violation or breach of said representations and/or warranties, nor shall it constitute a waiver of the Corporation's right to claim damages or refuse payment or to take any other action provided for by law or pursuant to this Agreement.

TERMINATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Date: a) By the Company, subject to its having complied and being in compliance with all of its obligations under this Agreement, in the event of a material breach by a Purchaser Party of any representation, warranty, covenant or agreement made by it contained in this Agreement or if any representation or warranty made by a Purchaser Party shall have become untrue, in either case such that the conditions set forth in Section 7.03(a) or (b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and if such breach or inaccuracy shall not be cured within twenty (20) Business Days after delivery of written notice thereof by the Company to Parent; or b) By the Parent, subject to the Purchaser Parties having complied and being in compliance with all of their obligations under this Agreement, in the event of a material breach by the Company of any representation, warranty, covenant or agreement made by it contained in this Agreement or if any representation or warranty made by the Company shall have become untrue, in either case such that the conditions set forth in Section 7.02(a) or (b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and if such breach or inaccuracy shall not be cured within twenty (20) Business Days after delivery of written notice thereof by the Purchaser Party to the Company. c) By the Company, if any condition specified to be for the benefit of the Company under Section 7.01 or 7.03, other than a condition set out in Section 7.03(a) or (b), shall not have been satisfied on or prior to the date on which it is required to be satisfied and the provisions of Section 8.03(a) do not otherwise apply thereto. d) By the Parent, if any condition specified to be for the benefit of the Purchaser Parties under Section 7.01 or 7.02, other than a condition set out in Section 7.02(a) or (b), shall not have been satisfied on or prior to the date on which it is required to be satisfied and the provisions of Section 8.03(b) do not otherwise apply thereto.

TERMINATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES. For a breach or violation of the representations or warranties set forth in Sections A and D of this Article First, MetroPlus may terminate this Agreement upon 30 days prior notice to Contractor, which notice shall specify the nature of the alleged breach. If Contractor has not cured such breach (if de minimus and capable of cure) or explained the same to MetroPlus’s satisfaction within such 30 day period, then MetroPlus may terminate this Agreement immediately upon notice to the Contractor without liability to the Contractor. This remedy, if effected, shall not constitute the sole remedy afforded MetroPlus for the violation or breach of said representations and/or warranties, nor shall it constitute a waiver of MetroPlus's right to claim damages or refuse payment or to take any other action provided for by law or pursuant to this Agreement.

TERMINATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES. Subject to Section 12.1, BII shall be entitled to terminate the Agreement, if MABVAX is in breach of any of the representations and warranties given in Section 7.1, in case of Section 7.1.12 and 7.1.13 only if such breach would have

TERMINATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES. Either party may, at any time before Tranche 2 Completion, terminate this agreement for material breach of a warranty only if that party has given written notice to the other party setting out the relevant circumstances and stating an intention to terminate the agreement.

TERMINATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES. Subject to Section 12.1, BII shall be entitled to terminate the Agreement, if MABVAX is in breach of any of the representations and warranties given in Section 7.1, in case of Section 7.1.12 and 7.1.13 only if such breach would have a Material Adverse Effect, and provided MABVAX does not cure the alleged breach of such warranty within [***] after receipt of written notice from BII regarding such breach of warranty. However, such cure is not possible in case of MABVAX’s breach of warranty has caused an impairment of the Acquired Assets as solely determined by BII.

TERMINATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES. For a breach or violation of the representations or warranties set forth above in Sections 4.1 and 4.4, the Corporation may terminate this Agreement upon 30 days prior notice to the Contractor, which notice shall specify the nature of the alleged breach. If the Contractor has not cured such breach (if de minimus and capable of cure) or explained the same to the satisfaction of the Corporation within such thirty (30) day period, then the Corporation may terminate this Agreement immediately upon notice to the Contractor without liability to the Contractor. This remedy, if effected, shall not constitute the sole remedy afforded the Corporation for the violation or breach of said representations and/or warranties, nor shall it constitute a waiver of the Corporation's right to claim damages or refuse payment or to take any other action provided for by law or pursuant to this Agreement.

TERMINATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES. For a breach or violation of the representations or warranties set forth above in Section 30.1 (a-d), the Corporation shall have the right to annul this Agreement immediately without notice or liability, entitling the Corporation to recover all monies paid hereunder and the Contractor shall not make claim for, or be entitled to recover, any sum or sums due or paid under this Agreement. This remedy, if effected, shall not constitute the sole remedy afforded the Corporation for the violation or breach of said representations and/or warranties, nor shall it constitute a waiver of the Corporation's right to claim damages or refuse payment or to take any other action provided for by law or pursuant to this Agreement.

TERMINATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES. (a) HUB24 may, by notice in writing to Xplore, terminate this agreement at any time prior to the Delivery Time on the Second Court Date if: (i) Xplore is in material breach of an Xplore Warranty; or (ii) Xplore is in breach of the Xplore Warranty in clause 10.4(b)(vii), and Xplore has failed to remedy that breach within 10 Business Days (or the Delivery Time on the Second Court Date if earlier) of receipt by it of a notice in writing from HUB24 setting out details of the relevant circumstance and requesting Xplore to remedy the breach. (b) Xplore may, by notice in writing to HUB24, terminate this agreement at any time prior to the Delivery Time on the Second Court Date if: (i) HUB24 is in material breach of a HUB24Warranty; or (ii) HUB24 is in breach of the HUB24 Warranty in clause 10.1(b)(xv), and HUB24 has failed to remedy that breach within 10 Business Days (or the Delivery Time on the Second Court Date if earlier) of receipt by it of a notice in writing from Xplore setting out details of the relevant circumstance and requesting HUB24 to remedy the breach.

TERMINATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES. (a) Bidder may, at any time prior to 8.00am on the Second Court Date, terminate this deed for breach of a Veda Representation and Warranty only if: (1) Bidder has given written notice to Vxxx setting out the relevant circumstances and stating an intention to terminate or to allow the Scheme to lapse; (2) the relevant breach continues to exist 5 Business Days (or any shorter period ending at 8.00am on the Second Court Date) after the date on which the notice is given under clause 13.2(a)(1); and (3) one of the following applies: (A) a Veda Representation and Warranty contained in paragraphs (e) (Validly Existing), (f) (Authority), (g) (Power), (i) (Deed Binding) or (p) (Solvency) of Schedule 2 is not true and correct in all material respects as at the date of this deed and as at 8.00am on the Second Court Date; or (B) any other Veda Representation and Warranty is not true and correct (without giving effect to any limitation as to “materiality” or “Veda Material Adverse Change” set forth therein) as at the date of this deed or as at 8.00am on the Second Court Date (or if a representation or warranty is expressed to be operative as at any other date, as at that date) and the loss that would reasonably be expected to follow from such a breach, individually or in the aggregate with respect to all other breaches of the Veda Representations and Warranties, would constitute a Veda Material Adverse Change. (b) Veda may, at any time before 8.00am on the Second Court Date, terminate this deed for breach of a Bidder Representation and Warranty only if: (1) Veda has given written notice to Bidder setting out the relevant circumstances and stating an intention to terminate or to allow the Scheme to lapse; (2) the relevant breach continues to exist 5 Business Days (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) after the date on which the notice is given under clause 13.2(b)(1); and (3) the loss that would reasonably be expected to follow from such a breach is material in the context of the Scheme taken as a whole.