Buyer Termination Event definition

Buyer Termination Event means any one of the following:
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Buyer Termination Event means any of the events listed in sections 16.1(a) through 16.1(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 (4) if Buyer is not then in default or breach of its obligations hereunder, if the conditions to Buyer's obligations contained in Article 7 hereof have not been satisfied (or waived by Buyer) by the date scheduled for the Closing pursuant to Section 3.1 (as such date may be postponed pursuant thereto).
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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.

  • 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.

  • If Seller terminates this Agreement as a result of a Buyer Termination Event, Buyer agrees that Seller will receive the Xxxxxxx Money from the Title Company and be entitled to retain the Xxxxxxx Money, time being of the essence of this Agreement.


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 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: (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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Buyer Termination Event has the meaning set forth in Section 11.1(b).
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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 any of the following: (1) the failure of Seller or AT&T Wireless to keep and maintain the Licenses, directly or indirectly, in good standing, free and clear of all Encumbrances; (2) the failure of Seller to deliver the Partitioned License 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.
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Related to Buyer Termination Event

  • Company Termination Event means any of the following:

  • 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 giving of notice and/or the lapse of time, would constitute a Termination Event.

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

  • 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 (a) the occurrence of any Event of Default described in clauses (a) through (d) of Section 8.1.9, or (b) the occurrence and continuance of any other Event of Default and either (i) the declaration of the Loans to be due and payable pursuant to Section 8.3, or (ii) in the absence of such declaration, the giving of notice to the Borrower by the Administrative Agent, acting at the direction of the Required Lenders, that the Commitments have been terminated.

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

  • Swap Termination Event means the occurrence of a “Termination Event” under the Swap Agreement, as defined in the 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.

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

  • 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.

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

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.