Termination or Rescission. The Buyer shall not be entitled to terminate or rescind this agreement or any agreement or document entered into pursuant to this agreement. 1 For the purposes of this Schedule:
Termination or Rescission. Notwithstanding anything stated to the contrary, this Agreement is terminated with prejudice if any condition precedent to Closing has not been fulfilled and the Closing did not occur by February 21, 2000.
Termination or Rescission. The Buyer shall not be entitled to terminate or rescind this agreement or any agreement or document entered into pursuant to this agreement. 1 Alexandra Theatre Birmingham Assigned Leasehold Not registrable 20 Years from 21.02.1994
Termination or Rescission. TERMINATION. This Agreement may be terminated at any time before or at Closing, by: the mutual agreement of the Parties; any non-breaching Party upon the breach of any material representation or warranty contained in this Agreement; any Party if any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement; or any Party if the conditions precedent to Closing are not satisfied prior to August 31, 2001, unless the Party seeking termination is the Party that has failed to satisfy or caused the failure to satisfy the conditions precedent. any Party within seven (7) business days after the date of delivery of any Item of the Disclosure Schedule if such Party discovers any Material Adverse Change in the Company or TMTI in such Item of the Disclosure Schedule delivered after the date hereof, unless the Party seeking termination had knowledge of such Material Adverse Change prior to the execution of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other. MISCELLANEOUS SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All representations and warranties and statements made by a Party to in this Agreement or in any document or certificate delivered pursuant hereto shall survive the Closing Date for a period of one year. Each of the Parties is executing and carrying out the provisions of this Agreement in reliance upon the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein. ACCESS TO BOOKS AND RECORDS. During the course of this transaction through Closing, each Party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for th...
Termination or Rescission. 9.1 The Parties hereby confirm that this Agreement is executed and performed in accordance with the Memorandum. The Licensee hereby confirms that it fully understands the contents of the Memorandum and agrees that, in case Xxxxxxxx Xx commits any breach of the Memorandum, the Licensor may immediately require a suspension or early termination of the trademark license arrangement contained under this Agreement. If any party to the Memorandum breaches the Memorandum or this Agreement, or any transaction contemplated under the Memorandum is not completed by the end of March 31, 2008, this Agreement shall become rescinded automatically and the Parties agree to take all necessary actions to cancel and revoke all completed or ongoing transactions, unless (i) the Parties agree otherwise in writing, (ii) the Memorandum expressly stipulates otherwise, or (iii) the parties to the Memorandum agree, in writing, to continue the arrangement of this Agreement.
9.2 During the Term of this Agreement, the Licensee may terminate this Agreement in advance by giving a 5-day prior written notice to the Licensor.
9.3 Once this Agreement becomes expired or terminated:
(a) the Licensee shall immediately lose the right to use the Licensed Trademarks and remove the Licensed Trademarks from its business place, assets, advertisements, publicity brochures and other items used by the Licensee. If the Licensee fails to remove the Licensed Trademarks in accordance with this Article 9.3(a) within thirty (30) days following the expiration or termination of this Agreement, to the extent that the Licensor will not cause other damage to the business place of the Licensee, by accessing the Licensee’s business place through a properly authorized agent, the Licensor may take certain actions to ensure that the use of the Licensed Trademarks is ceased, including removal, change or disposal of any tangible items containing the Licensed Trademarks, at the costs of the Licensee.
(b) The Licensee shall execute all documents in connection with the cease of use of the Licensed Trademarks, as may be required by the Licensor, including the cancellation of applicable registration with the appropriate PRC competent authority. Unless this Agreement is terminated due to any breach by the Licensor, the Licensee shall pay the expenses and fees incurred therefrom, except for the legal fees of the Licensor.
Termination or Rescission. No threat or claim of default under any agreement, instrument or arrangement to which any Group Company is a party has been made and is outstanding against any Group Company, and, so far as the Warrantors are aware, there is nothing whereby any such agreement, instrument or arrangement may be prematurely terminated or rescinded by any other party, or whereby the terms may become less favourable or whereby any security thereunder may be enforced.
Termination or Rescission. Lessor may terminate or rescind this Agreement as to the Properties or exercise any other right or remedy which may be available under Law or in equity or proceed by appropriate court action to enforce the terms hereof or to recover damages for the breach hereof. Notwithstanding the foregoing provisions of this Section, so long as (a) Lessor has not entered into a commitment to sell the applicable Properties in the course of exercising remedies following the occurrence of an Event of Default and (b) Lessor has received from Lessee the amounts set forth below within five (5) Business Days after notice from Lessor as to the occurrence of an Event of Default (provided, however, that Lessor's notice shall be deemed to occur automatically upon an Event of Default under Sections 22(f) or 22(g), hereof), Lessee may purchase all but not less than all of the Properties by paying to Lessor an aggregate amount equal to (x) the greater of Fair Market Sales Value at such time or Casualty Loss Value as of the immediately preceding Basic Payment Date (or if such date is a Basic Payment Date, as of such date), (y) all Basic Payments and Supplemental Payments then due and owing or accrued and (z) all Sales Expenses in connection with the sale of the Properties by Lessor to Lessee. Upon Lessor's receipt and verification of payment of the above-referenced amounts, Lessor shall, at Lessee's cost and expense, execute and deliver special warranty deeds and special warranty bills of sale, as appropriate, in order to convey to Lessee the Properties on an as is, where-is and with all faults basis, without recourse or representation or warranty of any kind except as to the absence of Liens created by or through Lessor. In addition, Lessee shall be liable for any and all Supplemental Payments due hereunder before or after any termination hereof, including without limitation all costs and expenses (including without limitation reasonable attorney's fees and disbursements) incurred by reason of the occurrence of any Event of Default or the exercise of Lessor's remedies with respect thereto including without limitation all costs and expenses incurred in connection with the return of the Properties in accordance with the terms of Section 6 hereof or any appraisal of the Properties. At any sale of the Properties, Lessor may bid for and purchase such property. Except as otherwise expressly provided above, no remedy referred to in this Section 23 is intended to be exclusive, but each shall...
Termination or Rescission. If the Purchaser terminates or rescinds this Agreement under any of its provisions or under general law then, in addition to any right or remedy which it may have against the Seller for breach of this Agreement or the Warranties, the Seller shall indemnify the Purchaser on demand for all costs, charges and expenses incurred by it in connection with the negotiation, preparation and determination or rescission of this Agreement and all matters which it contemplates.
Termination or Rescission. No threat or claim of default under any agreement of the type referred to in Warranty clause 9.2 of this Schedule 5 (including the top fifteen contracts for various Group Companies and the top five property management contracts for the Group referred to at paragraph 9.2) has been made to any of the Group Companies and is outstanding against such Group Company.
Termination or Rescission
