Common use of Vendor's Right to Terminate Clause in Contracts

Vendor's Right to Terminate. The Vendor will have the option to terminate this Contract without any penalty or payment obligations, other than undisputed payment obligations outstanding as of the date of any such termination pursuant to the terms of this Contract if: (a) the Owner (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five (45) days of such involuntary filing, (ii) admits the material allegations of any petition in bankruptcy filed against it, (iii) is adjudged bankrupt, or (iv) makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment, and any such filing, proceeding, adjudication or assignment as described herein above will otherwise materially impair the Owner's ability to perform its obligations under this Contract; (b) the Owner commences any proceeding for relief in any court under any state insolvency statutes; (c) the Owner fails to make payments of undisputed amounts due to the Vendor pursuant to the terms of this Contract which are more than sixty (60) days overdue, provided that such failure has continued for at least thirty (30) days after the Vendor has notified the Owner of its right and intent to so terminate on account of such overdue amount; (d) the Owner persistently and materially breaches subsection 11.1 or subsection 27.19 notwithstanding the fact that the Vendor will have provided the Owner with prior written notice describing the alleged material breaches and will have given the Owner a reasonable time (not less than thirty (30) days) to cure any such breaches; or (e) except as otherwise provided in subsection 24.1 the Owner fails to fulfill its Initial Commitment within five (5) years of the Effective Date for whatever reason other than (i) any act or omission of the Vendor, (ii) failure or inability to successfully complete Microwave Relocation in any PCS System and/or PCS Sub-System, (iii) failure or inability to successfully attain Site Acquisition Substantial Completion in any given PCS System and/or PCS Sub-System or (iv) any event otherwise constituting a Force Majeure hereunder.

Vendor's Right to Terminate. The Vendor will shall have the option to terminate this Contract without any penalty or payment obligations, other than undisputed payment obligations outstanding as of the date of any such termination pursuant to the terms of this Contract if: (a) the Owner (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five sixty (4560) days of such involuntary filing, : (ii) admits the material allegations of any petition in bankruptcy filed against it, ; (iii) is adjudged bankrupt, or ; (iv) makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment; or (v) commences any proceeding for relief from its creditors in any court under any state insolvency statutes, and any such filing, proceeding, adjudication or assignment as described herein above will shall otherwise materially impair the Owner's ability to perform its obligations under this Contract;; or (b) the Owner commences any proceeding for relief in any court under any state insolvency statutes; (c) the Owner fails to make payments of undisputed amounts due to the Vendor pursuant to the terms of this Contract which are more than sixty (60) days overdue, provided that such failure has continued for at least thirty (30) days after the Vendor has notified the Owner of its right and intent to so terminate on account of such overdue amount;; and provided, further, that such failure to make undisputed payments to Vendor shall not arise out of or relate to a termination of or credit restrictions under the Vendor Financing, or (dc) the Owner persistently and materially breaches any provision of this Contract other than a breach to which subsection 11.1 or subsection 27.19 notwithstanding the fact that 24.7(b) is applicable, and after the Vendor will have having provided the Owner with prior written notice describing the alleged material breaches and will have given the Owner a reasonable time (not less than thirty (30) days' prior written notice, the Owner shall have failed to: (i) commence to cure any such breaches; or (e) except as otherwise provided in subsection 24.1 the Owner fails to fulfill its Initial Commitment default within five (5) years Business Days of the Effective Date for whatever reason other than (i) any act or omission delivery of the Vendor, such notice; and (ii) failure or inability to successfully complete Microwave Relocation in any PCS System and/or PCS Sub-System, (iii) failure or inability to successfully attain Site Acquisition Substantial Completion in any given PCS System and/or PCS Sub-System or (iv) any event otherwise constituting a Force Majeure hereunderdiligently pursue such cure and remedy the breach entirely.

Vendor's Right to Terminate. The Vendor will have the option to --------------------------- terminate this Contract without any penalty or payment obligations, other than undisputed payment obligations outstanding as of the date of any such termination pursuant to the terms of this Contract if: (a) the Owner (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five (45) days of such involuntary filing, (ii) admits the material allegations of any petition in bankruptcy filed against it, (iii) is adjudged bankrupt, or (iv) makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment, and any such filing, proceeding, adjudication or assignment as described herein above will otherwise materially impair the Owner's ability to perform its obligations under this Contract; (b) the Owner commences any proceeding for relief in any court under any state insolvency statutes; (c) the Owner fails to make payments of undisputed amounts due to the Vendor pursuant to the terms of this Contract which are more than sixty (60) days overdue, provided that such failure has continued for at least thirty (30) -------- ---- days after the Vendor has notified the Owner of its right and intent to so terminate on account of such overdue amount; (d) the Owner persistently continuously and materially breaches subsection 11.1 or subsection 27.19 notwithstanding the fact that the Vendor will have provided the Owner with prior written notice describing the alleged material breaches and will have given the Owner a reasonable time (not less than thirty (30) days) to cure any such breaches; or (e) except as otherwise provided in subsection 24.1 the Owner fails to fulfill its Initial Commitment within five (5) years of the Effective Date for whatever reason other than (i) any act or omission of the Vendor, (ii) failure or inability to successfully complete Microwave Relocation in any PCS System and/or PCS Sub-System, (iii) failure or inability to successfully attain Site Acquisition Substantial Completion in any given PCS System and/or PCS Sub-System or (iv) any event otherwise constituting a Force Majeure hereunder; or (f) the Owner otherwise materially breaches this Contract in a way which materially and adversely affects the Vendor and/or its performance under this Contract, provided that in no event will (i) Site Acquisition, Microwave -------- ---- Relocation and/or Network Interconnection be deemed to be obligations of the Owner under this Contract for the purposes of this subsection 24.8(f) or (ii) the failure and/or inability of the Owner to complete any such activities for any reason whatsoever be deemed a breach of the Owner under the terms of this Contract including, but not limited to, this subsection 24.8(f).

Vendor's Right to Terminate. The In addition to and without --------------------------- prejudice to any other rights or remedies of the Vendor will in this Contract or at law or in equity, Vendor shall have the option to terminate this Contract without any penalty or payment obligations, other than undisputed payment obligations outstanding as of the date of any such termination pursuant to the terms of this Contract if: (a) the Owner (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five sixty (4560) days of such involuntary filing, (ii) admits the material allegations of any petition in bankruptcy filed against it, (iii) is adjudged bankrupt, or (iv) makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment, or (v) commences any proceeding for relief from its creditors in any court under any state insolvency statutes, and any such filing, proceeding, adjudication or assignment as described herein above will shall otherwise materially impair the Owner's ability to perform its obligations under this Contract;; or (b) the Owner commences any proceeding for relief in any court under any state insolvency statutes; (c) the Owner fails to make payments of undisputed amounts due to the Vendor pursuant to the terms of this Contract which are more than sixty (60) days overdue, provided that such failure has continued for at least thirty (30) days after the Vendor has notified the Owner of its right and intent to so terminate on account of such overdue amount;; and provided, further, that such failure to make undisputed payments to Vendor shall not arise out of or relate to a termination of or credit restrictions under Vendor Financing, or (dc) the Owner persistently and materially breaches subsection 11.1 or subsection 27.19 notwithstanding the fact that the any provision of this Contract other than a breach to which Section 24.7(b) is applicable, and after Vendor will have having provided the Owner with prior written notice describing the alleged material breaches and will have given the Owner a reasonable time (not less than thirty (30) days' prior written notice, Owner shall have failed (i) to commence to cure any such breaches; or (e) except as otherwise provided in subsection 24.1 the Owner fails to fulfill its Initial Commitment default within five (5) years Business Days of the Effective Date for whatever reason other than (i) any act or omission delivery of the Vendorsuch notice, and (ii) failure or inability to successfully complete Microwave Relocation in any PCS System and/or PCS Sub-System, (iii) failure or inability to successfully attain Site Acquisition Substantial Completion in any given PCS System and/or PCS Sub-System or (iv) any event otherwise constituting a Force Majeure hereunderdiligently pursue such cure and remedy the breach entirely.

Vendor's Right to Terminate. The Vendor will have the option to --------------------------- terminate this Contract without any penalty or payment obligations, other than undisputed payment obligations outstanding as of the date of any such termination pursuant to the terms of this Contract if: (a) the Owner (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five (45) days of such involuntary filing, (ii) admits the material allegations of any petition in bankruptcy filed against it, (iii) is adjudged bankrupt, or (iv) makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment, and any such filing, proceeding, adjudication or assignment as described herein above will otherwise materially impair the Owner's ability to perform its obligations under this Contract; (b) the Owner commences any proceeding for relief in any court under any state insolvency statutes; (c) the Owner fails to make payments of undisputed amounts due to the Vendor pursuant to the terms of this Contract which are more than sixty (60) days overdue, provided that such failure has continued for at least thirty (30) -------- ---- days after the Vendor has notified the Owner of its right and intent to so terminate on account of such overdue amount; (d) the Owner persistently and materially breaches subsection 11.1 or subsection 27.19 notwithstanding the fact that the Vendor will have provided the Owner with prior written notice describing the alleged material breaches and will have given the Owner a reasonable time (not less than thirty (30) days) to cure any such breaches; or (e) except as otherwise provided in subsection 24.1 the Owner fails to fulfill its Initial Commitment within five (5) years of the Effective Date for whatever reason other than (i) any act or omission of the Vendor, (ii) failure or inability to successfully complete Microwave Relocation in any PCS System and/or PCS Sub-System, (iii) failure or inability to successfully attain Site Acquisition Substantial Completion in any given PCS System and/or PCS Sub-System or (iv) any event otherwise constituting a Force Majeure hereunder.

Vendor's Right to Terminate. The In addition to and without prejudice to any other rights or remedies of the Vendor will in this Contract or at law or in equity, Vendor shall have the option to terminate this Contract without any penalty or payment obligations, other than undisputed payment obligations outstanding as of the date of any such termination pursuant to the terms of this Contract if: (a) the Owner (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five sixty (4560) days of such involuntary filing, (ii) admits the material allegations of any petition in bankruptcy filed against it, (iii) is adjudged bankrupt, or (iv) makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment, or (v) commences any proceeding for relief from its creditors in any court under any state insolvency statutes, and any such filing, proceeding, adjudication or assignment as described herein above will shall otherwise materially impair the Owner's ability to perform its obligations under this Contract;; or (b) the Owner commences any proceeding for relief in any court under any state insolvency statutes; (c) the Owner fails to make payments of undisputed amounts due to the Vendor pursuant to the terms of this Contract which are more than sixty (60) days overdue, provided that such failure has continued for at least thirty (30) days after the Vendor has notified the Owner of its right and intent to so terminate on account of such overdue amount;; or (dc) the Owner persistently and materially breaches subsection 11.1 or subsection 27.19 notwithstanding the fact that the any provision of this Contract other than a breach to which Section 24.7(b) is applicable, and after Vendor will have having provided the Owner with prior written notice describing the alleged material breaches and will have given the Owner a reasonable time (not less than thirty (30) days' prior written notice, Owner shall have failed (i) to commence to cure any such breaches; or (e) except as otherwise provided in subsection 24.1 the Owner fails to fulfill its Initial Commitment default within five (5) years Business Days of the Effective Date for whatever reason other than (i) any act or omission delivery of the Vendorsuch notice, and (ii) failure or inability to successfully complete Microwave Relocation in any PCS System and/or PCS Sub-System, (iii) failure or inability to successfully attain Site Acquisition Substantial Completion in any given PCS System and/or PCS Sub-System or (iv) any event otherwise constituting a Force Majeure hereunderdiligently pursue such cure and remedy the breach entirely.

Vendor's Right to Terminate. The Vendor will have If on July 31, 2001 (the option to terminate this Contract without any penalty or payment obligations, other than undisputed payment obligations outstanding as of the date of any such termination pursuant to the terms of this Contract if:"Anniversary Date"): (a) the Owner Purchaser fails to deliver to the Vendors an unqualified opinion from the Purchaser's U.S. lawyers, in form and content satisfactory to the Vendors and its lawyers (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it both acting reasonably), stating that is not dismissed within forty-five (45) days the shares of such involuntary filing, (ii) admits the material allegations Purchaser which are of any petition in bankruptcy filed against it, (iii) is adjudged bankrupt, or (iv) makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment, and any such filing, proceeding, adjudication or assignment same class as described herein above will otherwise materially impair the Owner's ability ARS Shares are freely tradable to perform its obligations under this Contract;the public without restriction; or (b) those shares of the Owner commences any proceeding Purchaser which are of the same class as the ARS Shares are trading on the Nasdaq for relief a price of less than $1.00 U.S. per share, then the Vendors shall have 10 Business Days following the occurrence of Anniversary Date to advise the Purchaser in any court under any state insolvency statutes; writing (cthe "Election Notice") that the Owner Vendors require the Purchaser to purchase the ARS Shares for the sum of $1.00 U.S. per share, in which case such purchase shall be completed within 5 Business Days following the Vendors delivering the Election Notice to the Purchaser by the Purchaser delivering a certified cheque or bank draft for $200,000.00 (U.S.) to the Vendors, whereupon the Vendors shall deliver to the Purchaser the share certificates representing the ARS Shares endorsed in blank for transfer. Upon the completion of such purchase, the T&T Shares shall be released to the Purchaser from escrow. If the Purchaser fails to make payments of undisputed amounts due such payment within such 5 Business Day period, then the Vendors shall have 10 Business Days to advise the Purchaser in writing either that: (i) the Vendors are electing to retain the ARS Shares, in which case the T&T Shares shall be released to the Vendor Purchaser from escrow; or (ii) the Vendors are electing to terminate the Transaction, in which case: (A) the T&T Shares shall be released from escrow and returned to the Vendors; and (B) 28 the Vendors shall be entitled to retain the payment made by the Purchaser to the Vendors pursuant to section 2.2(a) of the Purchase Agreement, but shall return the ARS Shares to the Purchaser, the Note (if outstanding) and any portion of the Principal Amount (as defined in the Note) which the Purchaser may have paid to the Vendors. If the Vendors fail to advise the Purchaser of their election within such 10 Business Day period, then they shall be deemed to have elected to retain the ARS Shares, in which case the T&T Shares shall be released to the Purchaser free of the terms of this Contract which are more than sixty (60) days overdue, provided that such failure has continued for at least thirty (30) days after the Vendor has notified the Owner of its right and intent to so terminate on account of such overdue amount; (d) the Owner persistently and materially breaches subsection 11.1 or subsection 27.19 notwithstanding the fact that the Vendor will have provided the Owner with prior written notice describing the alleged material breaches and will have given the Owner a reasonable time (not less than thirty (30) days) to cure any such breaches; or (e) except as otherwise provided in subsection 24.1 the Owner fails to fulfill its Initial Commitment within five (5) years of the Effective Date for whatever reason other than (i) any act or omission of the Vendor, (ii) failure or inability to successfully complete Microwave Relocation in any PCS System and/or PCS Sub-System, (iii) failure or inability to successfully attain Site Acquisition Substantial Completion in any given PCS System and/or PCS Sub-System or (iv) any event otherwise constituting a Force Majeure hereunderAgreement.

Vendor's Right to Terminate. The Vendor will shall have the option --------------------------- to terminate this Contract without any penalty or payment obligations, other than undisputed payment obligations outstanding as of the date of any such termination pursuant to the terms of this Contract if: (a) the Owner (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five sixty (4560) days of such involuntary filing, : (ii) admits the material allegations of any petition in bankruptcy filed against it, ; (iii) is adjudged bankrupt, or ; (iv) makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment; or (v) commences any proceeding for relief from its creditors in any court under any state insolvency statutes, and any such filing, proceeding, adjudication or assignment as described herein above will shall otherwise materially impair the Owner's ability to perform its obligations under this Contract;; or (b) the Owner commences any proceeding for relief in any court under any state insolvency statutes; (c) the Owner fails to make payments of undisputed amounts due to the Vendor pursuant to the terms of this Contract which are more than sixty (60) days overdue, provided that such failure has continued for at least thirty (30) -------- ---- days after the Vendor has notified the Owner of its right and intent to so terminate on account of such overdue amount;; and provided, further, that such failure to make undisputed payments to Vendor shall not arise out of or relate to a termination of or credit restrictions under the Vendor Financing, or (dc) the Owner persistently and materially breaches any provision of this Contract other than a breach to which subsection 11.1 or subsection 27.19 notwithstanding the fact that 24.7(b) is applicable, and after the Vendor will have having provided the Owner with prior written notice describing the alleged material breaches and will have given the Owner a reasonable time (not less than thirty (30) days' prior written notice, the Owner shall have failed to: (i) commence to cure any such breaches; or (e) except as otherwise provided in subsection 24.1 the Owner fails to fulfill its Initial Commitment default within five (5) years Business Days of the Effective Date for whatever reason other than (i) any act or omission delivery of the Vendor, such notice; and (ii) failure or inability to successfully complete Microwave Relocation in any PCS System and/or PCS Sub-System, (iii) failure or inability to successfully attain Site Acquisition Substantial Completion in any given PCS System and/or PCS Sub-System or (iv) any event otherwise constituting a Force Majeure hereunderdiligently pursue such cure and remedy the breach entirely.

Vendor's Right to Terminate. The Vendor will shall have the option to --------------------------- terminate this Contract without any penalty or payment obligations, other than undisputed payment obligations outstanding as of the date of any such termination pursuant to the terms of this Contract if: (a) the Owner (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five sixty (4560) days of such involuntary filing, (ii) admits the material allegations of any petition in bankruptcy filed against it, (iii) is adjudged bankrupt, or (iv) makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment, or (v) commences any proceeding for relief from its creditors in any court under any state insolvency statutes, and any such filing, proceeding, adjudication or assignment as described herein above will shall otherwise materially impair the Owner's ability to perform its obligations under this Contract;; or (b) the Owner commences any proceeding for relief in any court under any state insolvency statutes; (c) the Owner fails to make payments of undisputed amounts due to the Vendor pursuant to the terms of this Contract which are more than sixty (60) days overdue, provided that such failure has continued for at least thirty (30) -------- ---- days after the Vendor has notified the Owner of its right and intent to so terminate on account of such overdue amount;; and provided, further, that such failure to make undisputed payments to Vendor shall not arise out of or relate to a termination of or credit restrictions under the Vendor Financing, or (dc) the Owner persistently and materially breaches subsection 11.1 or subsection 27.19 notwithstanding the fact that any provision of this Contract other than a breach to which Section 24.7(b) is applicable, and after the Vendor will have having provided the Owner with prior written notice describing the alleged material breaches and will have given the Owner a reasonable time (not less than thirty (30) days' prior written notice, the Owner shall have failed (i) to commence to cure any such breaches; or (e) except as otherwise provided in subsection 24.1 the Owner fails to fulfill its Initial Commitment default within five (5) years Business Days of the Effective Date for whatever reason other than (i) any act or omission delivery of the Vendorsuch notice, and (ii) failure or inability to successfully complete Microwave Relocation in any PCS System and/or PCS Sub-System, (iii) failure or inability to successfully attain Site Acquisition Substantial Completion in any given PCS System and/or PCS Sub-System or (iv) any event otherwise constituting a Force Majeure hereunderdiligently pursue such cure and remedy the breach entirely.

Vendor's Right to Terminate. The Vendor will shall have the option to terminate this Contract without any penalty or payment obligations, other than undisputed payment obligations outstanding as of the date of any such termination pursuant to the terms of this Contract if: (a) the Owner (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five sixty (4560) days of such involuntary filing, (ii) admits the material allegations of any petition in bankruptcy filed against it, (iii) is adjudged bankrupt, or (iv) makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment, or (v) commences any proceeding for relief from its creditors in any court under any state insolvency statutes, and any such filing, proceeding, adjudication or assignment as described herein above will shall otherwise materially impair the Owner's ability to perform its obligations under this Contract;; or (b) the Owner commences any proceeding for relief in any court under any state insolvency statutes; (c) the Owner fails to make payments of undisputed amounts due to the Vendor pursuant to the terms of this Contract which are more than sixty (60) days overdue, provided that such failure has continued for at least thirty (30) days after the Vendor has notified the Owner of its right and intent to so terminate on account of such overdue amount;; and provided, further, that such failure to make undisputed payments to Vendor shall not arise out of or relate to a termination of or credit restrictions under the Vendor Financing, or (dc) the Owner persistently and materially breaches subsection 11.1 or subsection 27.19 notwithstanding the fact that any provision of this Contract other than a breach to which Section 24.7(b) is applicable, and after the Vendor will have having provided the Owner with prior written notice describing the alleged material breaches and will have given the Owner a reasonable time (not less than thirty (30) days' prior written notice, the Owner shall have failed (i) to commence to cure any such breaches; or (e) except as otherwise provided in subsection 24.1 the Owner fails to fulfill its Initial Commitment default within five (5) years Business Days of the Effective Date for whatever reason other than (i) any act or omission delivery of the Vendorsuch notice, and (ii) failure or inability to successfully complete Microwave Relocation in any PCS System and/or PCS Sub-System, (iii) failure or inability to successfully attain Site Acquisition Substantial Completion in any given PCS System and/or PCS Sub-System or (iv) any event otherwise constituting a Force Majeure hereunderdiligently pursue such cure and remedy the breach entirely.