Rights of Termination Sample Clauses
Rights of Termination. Without limiting any of the other provisions of this Agreement, the Agent will be entitled, at its option, to terminate and cancel, without any liability on its part or on the part of the Purchasers, its obligations under this Agreement by giving written notice to the Corporation at any time prior to the Closing Time if, after the date hereof and at any time prior to the Closing:
(a) there shall have occurred any change in any material fact, material change (actual, intended, anticipated or threatened) or the Agent shall have discovered any previously undisclosed material fact (determined by the Agent in its sole discretion, acting reasonably) in relation to the Corporation, which, in the opinion of the Agent, acting reasonably, prevents or restricts trading in or the Distribution of the Offered Units or securities underlying the Offered Units or has or could reasonably be expected to have a Material Adverse Effect;
(b) there shall have occurred any change in the Applicable Securities Laws of any Selling Jurisdiction or any inquiry, investigation or other proceeding by a securities regulatory authority or any order is issued under or pursuant to any statute of Canada or any province thereof or any stock exchange in relation to the Corporation or any of its securities (except for any inquiry, investigation or other proceeding based upon activities of the Agent and not upon activities of the Corporation), which, in the reasonable opinion of the Agent, would be expected to have a significant adverse effect on the market price of value of the Offered Units or securities underlying the Offered Units;
(c) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe, accident, public protest, government law or regulation, war or act of terrorism of national or international consequence or any law or regulation which, in the opinion of the Agent, seriously adversely affects or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation or the market price of value of the Offered Units or securities underlying the Offered Units;
(d) the state of the financial markets in Canada and the United States is such that, in the reasonable opinion of the Agent, the Offered Units cannot be marketed profitably;
(e) there is an inquiry or investigation (whether formal or informal) by any Securities Regulator or other regu...
Rights of Termination. 10.1 The Company may in its sole discretion terminate this agreement by written notice to the Customer if:
(a) The Customer defaults in performing its obligations under this agreement and the default, if capable of being remedied, is not remedied within seven (7) days from receiving a notice specifying the default and requiring remedy; or
(b) The Customer defaults in the performance of its obligations under this agreement and the default is in the Company’s reasonable opinion incapable of being remedied; or
(c) The Customer commits an act of insolvency including a compromise with creditors or appoints a voluntary administrator; or if a receiver is appointed in respect of the assets of the Customer; or if an arrangement with the Customer’s creditors is made or likely to be made; or if the Customer ceases or threatens to cease carrying on business; or if the ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered, or the Customer is adjudicated bankrupt.
10.2 Termination of this agreement will not prejudice or affect the rights, remedies and claims and/or any liabilities of the Company. The Company shall have no liability or responsibility whatsoever to the Customer for any loss or damage of any kind which may result directly or indirectly from such termination of this agreement.
Rights of Termination. If:
(a) no Step-in Notice or Proposed Transfer Notice is given before a Termination Notice expires or within 15 Business Days after termination of the Project Agreement by the Authority;
(b) a Step-in Undertaking is not issued on or before the Proposed Step-in Date;
(c) the Step-In Notice is withdrawn or, pursuant to Section 3.7, is deemed to have been withdrawn;
(d) the Step-In Period ends before the occurrence of the Transfer Effective Date;
(e) in the absence of a Step-in Undertaking, the Material Project Contractor reasonably withholds its consent to a transfer pursuant to a Proposed Transfer Notice, in accordance with Section 4.3, and does not subsequently grant consent to a transfer in accordance with Section 4.4 on or before the Proposed Transfer Date;
(f) in the absence of a Step-in Undertaking, a Transfer Agreement is not entered into on the Proposed Transfer Date;
(g) the Material Project Contractor is entitled to terminate the Material Contract under Section 3.8 or 4.7; or
(h) the Authority exercises its right to Step-out under Section 3.9, then on the Step-out Date, the Material Project Contractor may:
(i) exercise all of its rights under the Material Contract and act upon any and all grounds for termination available to it in relation to the Material Contract whenever occurring; and
(j) pursue any and all claims and exercise any and all rights and remedies against Project Co.
Rights of Termination. If the Premises are damaged by fire or casualty, Landlord shall exercise reasonable efforts to cause the Trust to restore, repair or rebuild the same (collectively, “Repair,” or any derivative of such word), including exercising Landlord’s Vote. If the damage caused thereby is uninsured by Landlord or by the Condominium Trust, or if such insurance will be inadequate to pay the cost of repairs, Landlord may at any time thereafter elect to terminate this Lease. If the same are not Repaired to a condition suitable for Tenant’s fixturing and equipping within nine (9) months after such fire or casualty, without regard to the reason therefor but subject to extension for periods of any delay caused by Force Majeure, Tenant may terminate this Lease, by giving Landlord notice of its desire to do so within fifteen (15) days after the expiration of such nine-month period (as so extended). Such remedy shall (in addition to Tenant’s rent abatement rights under Section 12.1) be Tenant’s sole and exclusive remedy. If the Condominium Trustees or the Unit Owners of the Condominium shall not vote to Repair within the applicable time period under the Condominium Documents, Landlord or Tenant may terminate this Lease by giving written notice to the other within fifteen (15) days after the expiration of such time period. If any part of the Building is taken by any exercise of the right of eminent domain, Landlord may terminate this Lease (notwithstanding that Landlord’s entire interest may have been taken). If this Lease is not so terminated, Landlord shall use reasonable efforts to cause the Premises, or what may remain thereof to be Repaired by the Condominium Trust to as close to their original configuration as reasonably possible. If, as a result of such taking, it shall be impossible to Repair the Premises to such condition, or they are not in fact so Repaired to a condition suitable for Tenant’s use within nine (9) months after any such taking without regard to the reason therefore but subject to Force Majeure, Tenant may terminate this Lease by giving written notice to Landlord within fifteen (15) days after the expiration of such 9-month period. Such remedy shall be Tenant’s sole and exclusive remedy. If the taking shall be of the entire Premises or the Condominium Trustees or Unit Owners of the Condominium shall not vote to Repair, Landlord or Tenant may terminate this Lease. Landlord’s right and duties under this paragraph are subject to the rights of any institution...
Rights of Termination. This Agreement may be terminated as follows:
Rights of Termination. If: no Step-in Notice or Proposed Novation Notice is given before a Termination Notice expires or within [ ] Business Days after termination of the Design & Build Development Agreement by the Authority; or a Step-in Undertaking is not issued on the Proposed Step-in Date; or the Step-in Notice is withdrawn or, pursuant to Clause 3.2.6, deemed to have been withdrawn; or the Step-in Period ends before the occurrence of the Novation Effective Date; or in the absence of a Step-in Undertaking, the Construction Contractor withholds its consent to a novation pursuant to a Proposed Novation Notice, in accordance with Clause 4.3 (Grant of Consent), and does not subsequently grant consent to a novation in accordance with Clause 4.4 (Consent Withheld) on or before the Proposed Novation Date; or in the absence of a Step-in Undertaking, the obligations of the Proposed Substitute set out in Clause 4.5 (Implementation of Novation) are not performed on the Proposed Novation Date; or the Construction Contractor is entitled to terminate the Construction Contract under Clause 3.3 (Restriction of Right of Termination) or 4.6 (Termination After Novation); or the Authority exercises its right to Step-out under Clause 3.4.1, the Construction Contractor shall, on and from the Step-Out Date be entitled to: exercise all of its rights under the Construction Contract and act upon any and all grounds for termination available to it in relation to the Construction Contract whenever occurring; and/or pursue any and all claims and exercise any and all rights and remedies against xxxxx.
Rights of Termination. This Agreement may be terminated as follows:
(a) by mutual agreement of the parties hereto in writing;
(b) by any party, if the Amalgamation is not completed by 5:00 p.m. (Vancouver time) on November 30, 2020 or such later date as the parties may agree upon in writing (the “Outside Time”) and subject to compliance by Kick with the applicable Kick Material Agreements;
(c) by GTI, in the event that it determines, acting reasonably, that the conditions set forth in Sections 5.2(i) or 5.2(j) will not be satisfied on or before the Outside Time;
(d) by Kick (i) by notice to GTI if any of the conditions contained in Section 5.1 hereof shall not be fulfilled or performed by the Outside Time or (ii) upon a breach by GTI of Section 3.1(a) hereof that could reasonably result in a condition set forth in Section 5.1 which condition has not been waived to be incapable of being satisfied on or before the Outside Time; or
(e) by any party if any applicable Governmental Entity, including the Registrar under the BCBCA and the CSE, has notified any of GTI, GTI Subco or Kick that it will not permit the Amalgamation to proceed, in whole or in part. If this Agreement is terminated as aforesaid, the party terminating this Agreement shall be released from all obligations under this Agreement other than the obligations that by their terms survive the termination of this Agreement (including the obligations with respect to confidentiality under Section 8.6 and the obligations with respect to expenses under Section 8.7), all rights of specific performance against such party shall terminate and, unless such party can show that the condition or conditions the non-performance of which has caused such party to terminate this Agreement were reasonably capable of being performed by the other party, then the other party shall also be released from all obligations hereunder; and further provided that any of such conditions may be waived in full or in part by either of the parties without prejudice to its rights of termination in the event of the non-fulfilment or non-performance of any other condition.
Rights of Termination. In the event the Leased Premises suffers (a) an “uninsured property loss” (as hereinafter defined) or (b) a property loss which cannot be repaired within one hundred eighty (180) days from the date of destruction under the laws and regulations of state, federal, county or municipal authorities, or other authorities with jurisdiction, Landlord may terminate this Lease as of the date of the damage within twenty (20) days of written notice from Landlord to Tenant that the damage from the casualty was an uninsured property loss or that time to restore will exceed such one hundred eighty (180) day period. In the event of a property loss to the Leased Premises which cannot be repaired within one hundred eighty (180) days of the occurrence thereof, Tenant shall also have the right to terminate the Lease by written notice to Landlord within twenty (20) days following notice from Landlord that the time for restoration will exceed such time period. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not have the right to terminate this Lease if the casualty or other loss or damage was caused by the negligence or intentional misconduct of Tenant or any Tenant Entity or a party related to Tenant. For purposes of this Lease, the term “uninsured property loss” shall mean any loss arising from a peril not covered by the standard form of “All Risk” property insurance policy and which costs in excess of $150,000.00 to repair.
Rights of Termination. Each Agent shall be entitled, at its sole option, to terminate and cancel, without any liability on the part of such Agent or on the part of the other Agent and the Purchasers, all of its obligations (and those of any Purchasers arranged by it) under this Agreement, by written notice to that effect given to the Corporation at or prior to the Closing Time, if at any time prior to the Closing:
Rights of Termination. (a) If any of the conditions contained in Sections 5.1, 5.2 or 5.3 are not fulfilled or performed on or before the Effective Date, the Party not responsible hereunder to fulfill or perform any such condition may terminate this Agreement by notice to the other Party, as the case may be, in writing, and in such event, Liquid or LBIX, as the case may be, shall be released from all obligations under this Agreement, all rights of specific performance by the Parties shall terminate and the other Party shall also be released from all obligations hereunder.