Buyer Termination Event definition

Buyer Termination Event means any of the events listed in sections 15.1(a) through 15.1(q).
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Buyer Termination Event means any of the following: (1) the failure of Seller to keep and maintain the Licenses, directly or indirectly, in good standing, free and clear of all Encumbrances except the FCC Debt; or (2) the failure of Seller to deliver the Licenses to Buyer at the Closing free and clear of all Encumbrances; or (3) Seller or any of its Affiliates becomes insolvent, or is unable to pay its debts as they become due, or makes an assignment for the benefit of creditors, or files a voluntary petition in bankruptcy, or suffers the filing of an involuntary petition in bankruptcy, or seeks protection from creditors under any state law provision, or becomes subject to the appointment of a trustee or receiver over its assets; or
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Buyer Termination Event means: (1) Seller, Chase or McDuxxxx xxx breached any material representation, warranty, or covenant contained in this Agreement in any material respect; (2) Seller or any of its Subsidiaries has failed to make any payments when due of any principal, interest, fees, lease rentals, or any and all other amounts owed, whether to Buyer or third parties; (3) Seller and its Subsidiaries have breached, or failed to continue to hold directly or indirectly free and clear of all liens and encumbrances (other than Permitted Liens), the FCC Licenses; (4) the occurrence of a Material Adverse Change, except as a result of changes in Seller's Business directly attributable to the implementation of the Initial Budget attached to the Management Agreement or as a result of any actions taken by Seller at the specific recommendation of Buyer or by Buyer pursuant to the Management Agreement; (5) Seller or any of its Subsidiaries have suffered a material lapse in the customary types and amounts of insurance coverage carried for the Business, (6) Seller or any of its Subsidiaries has defaulted on any of its outstanding indebtedness to the Buyer or third parties having a principal amount exceeding $250,000, whether as a result of the failure to pay money or otherwise; (7) Seller or any of its Subsidiaries becomes insolvent, or is unable to pay its debts as they become due, or makes an assignment for the benefit of creditors, or files a voluntary petition in bankruptcy, or suffers the filing of an involuntary petition in bankruptcy, or seeks protection from creditors under any state law provision, or becomes subject to the appointment of a trustee or receiver over its assets; (8) one or more judgments have been entered against Seller or any of its Subsidiaries involving an aggregate amount of greater than $250,000; or (9) Seller or any of its Subsidiaries has violated ERISA in any material respect.
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Examples of Buyer Termination Event in a sentence

  • No event which constitutes a Buyer Termination Event under the EPA has occurred.

  • In addition to the Buyer Termination Fee, if Seller consummates an Acquisition Proposal at any time within 12 months following the termination of this Agreement as a result of a Buyer Termination Event, then the third party or parties (together, the "Third Party") that engage in the Acquisition Proposal with Seller shall pay Buyer or its designee a fee of $25,000 (the "Buyer Reimbursement Fee").

  • No Buyer Termination Event has occurred; provided, however, that if the Buyer is satisfied that any casualty losses or damages amounting to a Buyer Termination Event are -56- adequately covered by insurance, it may, at its option, waive this condition and, pursuant to the provisions of Section 8.5 hereof, proceed with the Closing.

  • Seller agrees that during the Term, the ISO Containers will at all times prior to a Buyer Termination Event or a Seller Termination Event (as applicable) be and remain in the possession and control of Seller when not in the possession of Buyer.

  • Buyer shall permit Seller to, and Seller shall, use for (but only for) the Stated Purposes the ISO Containers on the terms hereof, provided that no Buyer Termination Event or Seller Termination Event has occurred.

  • Therefore, if the Bankruptcy Court fails to approve this Agreement because another offer for the purchase of the Assets is approved by the Bankruptcy Court, then if a Buyer Termination Event occurs, Seller shall pay to Buyer a termination fee, which will include reimbursement of Buyer’s costs and expenses in connection with the negotiation of and activities incident to this Agreement, in an amount equal to $175,000 (the “Buyer Termination Fee”).

  • Upon the occurrence of a Buyer Termination Event only, Buyer may terminate the right of Seller to use any or all of the ISO Containers.

  • No event which constitutes a Buyer Termination Event under subsection (a) or (g) of the definition of Buyer Termination Event in Appendix 1 to the EPA has occurred.

  • The termination of this Agreement and retention of the Xxxxxxx Money by Seller will be the sole remedy available to Seller in respect of such Buyer Termination Event and such underlying breach, and Buyer will not be liable for damages or specific performance.

  • Provided that no Event of Default or Buyer Termination Event is continuing, the Seller will pay to the Buyer an amount equal to [*CTR*], or as soon as practicable after, the Delivery Date of such Leased Aircraft but, in any case no later than the second Business Day after the Delivery Date of such Leased Aircraft.


More Definitions of Buyer Termination Event

Buyer Termination Event means a Termination Event pursuant to which Buyer has terminated the Agreement.
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Buyer Termination Event means any one of the following: (a) any one of the Seller or the General Partner is Bankrupt or Insolvent; (b) a Letter of Credit Failure has occurred and the Seller has failed to cure that failure within 5 Business Days after the Letter of Credit Failure occurred; (c) an amount due and payable by the Seller to the Buyer under this EPA remains unpaid for 15 days after its due date and such default has not been cured within 15 days after the Buyer has given notice of the default to the Seller; (d) any one of the Seller or the General Partner is in material default of any of its covenants, representations, warranties or other obligations under the RFP Confidentiality Agreement; or (e) any one of the Seller or the General Partner is in material default of any of its covenants, representations and warranties or other obligations under this EPA, other than as set out above, unless within 30 days after the date of notice by the Buyer to the Seller of the default, the Seller has cured the default or, if the default cannot be cured within that 30 day period, the Seller demonstrates to the reasonable satisfaction of the Buyer that the Seller is working diligently and expeditiously to cure the default and the default is cured within a further reasonable period of time. A “material default” includes any of the following: (i) any Deliberate Breach by the Seller of its obligations under section 7.2; (ii) any failure by the Seller to comply with (I) subsection 4.1(a) or 6.2(a) in respect of subsection (e) or (f) of the Project Standards definition, (II) section 7.4, (III) section 8.4 or (IV) section 8.5, and (iii) any purported assignment of this EPA without the consent of the Buyer if such consent is required under Article 17. A “material default” does not include any failure to deliver either the Seasonally Firm Energy Amount in respect of which the Seller has paid any LDs owing under section 13.2 or the Capacity Call Amount in respect of which the Seller has paid any LDs owing under section 13.3, other than a failure resulting from a Deliberate Breach.
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Buyer Termination Event shall have the meaning set forth in Section 3 hereof.
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Buyer Termination Event means the consummation of an Alternative Transaction, including a sale of all or a substantial portion of the Assets to a third party other than the Buyer, prior to May 4, 2010.
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Buyer Termination Event means any one of the following:
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Buyer Termination Event has the meaning set forth in Section 11.1(b).
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Related to Buyer Termination Event

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Servicer Termination Events (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Note Holder or each Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with respect to such Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;

  • Potential Termination Event means an event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Special Servicer Termination Event shall have the meaning given to such term in the Lead Securitization Servicing Agreement.

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Servicer Termination Notice Defined in Section 6.15.

  • Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Swap Termination Event means any event defined as a “Swap Termination Event” in the Interest Rate Swap Agreement.

  • Early Termination Event has the meaning specified in Section 9.2.

  • Event of Servicer Termination With respect to the Servicing Agreement, a Servicing Default as defined in Section 6.01 of the Servicing Agreement.

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • Senior Termination Date For each Senior Certificate Group, the Distribution Date on which the aggregate Class Certificate Balance of the related Classes of Senior Certificates has been reduced to zero.

  • Operating Advisor Termination Event As defined in Section 7.06(a) of this Agreement.

  • Unmatured Termination Event means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.

  • Event Termination Date See Section 2(e) hereof.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Backup Servicer Termination Notice has the meaning given to such term in Section 8.04.

  • Servicer Termination Test With respect to any Distribution Date, the Servicer will fail the Servicer Termination Test if the Realized Loss Percentage for the Mortgage Loans exceeds the applicable percentages set forth below with respect to such Distribution Date: January 2006 through December 2007 2.75% January 2008 through December 2008 3.25% January 2009 through December 2009 3.75% January 2010 and thereafter 4.50%

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).