Termination Right. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.
Termination Right. You will have a right to terminate this Contract within 21 days after receiving a notice of a step down under clause 5(d) with effect from the day the step down occurs. You will also have the right to rescind any such termination before the end of those 21 days.
Termination Right. A “Termination Right” means any right of Tenant to cancel or terminate the Lease or to claim a partial or total eviction arising (whether under the Lease or under applicable law) from Landlord’s breach or default under the Lease.
Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises (provided, up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time Landlord may require to obtain permits for such repairs), then either party, at any time prior to commencement of repair of the Premises and following ten (10) days written notice to the other party, may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s sole remedy with respect to any such damage regardless of the cause thereof.”
Termination Right. If, on or before the expiration of the Due Diligence Period, Purchaser shall determine that it no longer intends to acquire the Property for any reason or no reason, and in Purchaser’s sole discretion, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire (such notice being herein called the “Termination Notice”), whereupon the Deposit shall be promptly returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.2.2 and to have agreed that it intends to proceed with the acquisition of the Property without a reduction in, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2).
Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is substantial interference for a period exceeding 90 consecutive days with the conduct by Tenant of its business at the Premises, Tenant, at any time prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building and the Common Areas.
Termination Right. Tenant shall have the right to terminate the Lease and associated parking as to a portion of the Premises at any time after January 1, 2011 (the “Effective Termination Date”); provided that Tenant satisfies all of the following requirements:
(a) Tenant’s right to terminate shall be limited to “full quadrants” of the Building based on the following schedule: (i) if Tenant has expanded into Suite 125, the quadrants shall be terminated in the following order: Suite 150, 100, 175 and 125; or (ii) if Tenant has not expanded into Suite 125, the quadrants shall be terminated in the following order: Suite 175, 150 and 100. If Tenant exercises its right to terminate a “quadrant”, Tenant may not terminate an additional “quadrant” until twelve (12) months after the Effective Termination Date of the previously terminated quadrant.
(b) Tenant shall have provided Landlord with written notice of Tenant’s intention to exercise the option to terminate a portion of the Lease, which notice must be received by Landlord no later than twelve (12) months prior to the Effective Termination Date;
(c) As of the date that Tenant notifies Landlord of Tenant’s intention to terminate the Lease as to a particular quadrant and as of the Effective Termination Date, there shall be no continuing Event of Default (beyond applicable notice and cure periods) by Tenant under this Lease; and
(d) Tenant shall pay to Landlord at the time Tenant gives written notice to Landlord as provided for in Subparagraph 10(b), above a termination fee, prorated as to that portion of the Premises for which the Lease is terminated. The termination fee shall equal the sum of the unamortized portion of (i) all brokerage commissions incurred by Landlord in relationship to the execution of this Lease, and (ii) the Tenant Improvement Allowance and the Additional Improvement Allowance; provided that, the Tenant Improvement Allowance, the Additional Improvement Allowance, and the brokerage commissions shall be amortized on a straight-line basis over the Lease Term bearing interest at a rate of eight percent (8%) per annum.
(e) Upon the Effective Termination Date pursuant to this paragraph, Tenant shall vacate and surrender the terminated quadrant to Landlord as provided for in the Lease. All rights and obligations of Tenant under the Lease with respect to the terminated quadrant shall cease to exist as of the Effective Termination Date. Notwithstanding the foregoing, Tenant’s audit rights under Section 5(i) shall survi...
Termination Right. The Non-Breaching Party shall have the right to terminate this Agreement, upon written notice, in the event that the Breaching Party has not cured such material breach within the Cure Period, provided, however, that if such breach is capable of cure but cannot be cured within the Cure Period, and the Breaching Party commences actions to cure such material breach within the Cure Period and thereafter diligently continue such actions, the Breaching Party shall have an additional [ ]* to cure such breach. If a Party contests such termination pursuant to the dispute resolution procedures under Section 13.3, such termination shall not be effective until a conclusion of the dispute resolution procedures in Section 13.3, as applicable, resulting in a determination that there has been a material breach that was not cured within the Cure Period (which Cure Period shall be tolled for the period from notice of such dispute until resolution of such dispute pursuant to Section 13.3 or abandonment of such dispute by the disputing Party).
Termination Right. If this Agreement is terminated for any reason, Purchaser shall promptly destroy all copies of the Title Commitment, Survey, Phase I and any updates, and other information obtained by Purchaser with respect to the Real Property.
Termination Right. Tenant shall have a one-time right and option to terminate this Lease (“Termination Right”), which termination shall become effective as of the last day of thirty eight (38th) month of the Term by providing prior written notice to Landlord, not less than nine (9) months but no more than twelve (12) months prior to the effective date of such termination, time being of the essence, provided that Tenant is not in default under the terms of this Lease either at the time it exercises such right or as of the date the termination becomes effective, and provided such notice shall be accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) five (5) month’s Base Rent (as defined in Section 1 of this Lease) at the rate payable as of the year of the effective date of the termination. The parties agree that if Tenant fails to exercise its option to terminate this Lease strictly in accordance with this Section, then Tenant’s right to terminate this Lease shall automatically lapse and Tenant shall have no right to terminate this Lease. Upon timely exercise of Tenant’s Termination Right, the last day of 38* month of the Term shall be deemed the expiration date of the Term of the Lease and Tenant shall surrender the Leased Premises on or before of first day of the thirty ninth (39th) month of the Term in accordance with the terms of this Lease. For the purposes hereof, “Lease Costs” shall be the cost of the Improvements, initial brokerage commission, and legal fees.
