Termination by Seller Sample Clauses
The 'Termination by Seller' clause grants the seller the right to end the contract under specified circumstances. Typically, this clause outlines the conditions under which the seller may terminate, such as the buyer's failure to make payments, breach of contract terms, or inability to fulfill obligations. By clearly defining when and how the seller can terminate the agreement, this clause protects the seller's interests and provides a structured process for ending the contractual relationship if necessary.
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Termination by Seller. Notwithstanding Buyer’s extension of the Term of this Agreement pursuant to Section 1.1, if after the first extension of the Term of this Agreement pursuant to Section 1.1, Seller intends to permanently cease production from any of the Mines during the three (3) year period of any on-going or pending extension term (other than the first extension of the Term of this Agreement pursuant to Section 1.1), and Seller determines in its reasonable discretion that it will not be able to supply the Base Tonnage from the other Mines once such Mine ceases production, Seller may reduce the Base Tonnage by giving Buyer no less than one (1) year advance written notice of such reduction in the Base Tonnage hereunder to an amount equal to the amount of coal meeting the quality specifications that Seller reasonably expects to be able to deliver during the remaining Term of this Agreement and any remaining extensions hereunder, taking into account the quantity of uncommitted coal, and the quality specifications of such coal, that Seller expects to produce at the other Mines as of the date that Seller ceases production at the Mine in question; provided that in no event shall the Base Tonnage exceed 40% of the total production from the remaining Mines. If Seller does not expect to produce more than a de minimis amount of coal in excess of Seller’s commitments to other coal purchasers, Seller’s notice to Buyer may instead give Buyer notice of the date on which this Agreement will terminate. If Seller has elected to reduce the Base Tonnage hereunder, this Agreement shall continue in accordance with its terms and conditions. In determining the extent of the reduction in the Base Tonnage upon shutdown of a Mine, Seller shall not give any of its other customers any priority over Buyer with respect to the purchase of any uncommitted coal that Seller has available at such time. Nothing herein shall be construed as requiring Seller to (i) incur any significant added expense or significant capital investment to continue the production of coal from the Mine in question, or (ii) reserve or withhold any coal from the other Mines from any of its other customers in order to have uncommitted coal available for Buyer hereunder. Neither of the Parties shall have any obligation to the other hereunder following the date of such termination, except with respect to matters occurring prior to the date of termination.
Termination by Seller. This Agreement may be terminated by Seller:
(a) the Buyer breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 6.01 or Section 6.03 and cannot be cured by the Termination Date, or, if curable, has not been cured by the Buyer within the earlier of (i) 30 days after Buyer’s receipt of written notice of such breach from Seller, and (ii) three Business Days prior to the Termination Date; provided Seller shall not have the right to terminate this Agreement pursuant to this Section 7.03(a) if Seller is then in breach of any of their representations, warranties, covenants or agreements contained in this Agreement that would result in the conditions to Closing set forth in Section 6.01 or Section 6.02 not being satisfied;
(b) if all of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied (other than any condition the failure of which to be satisfied has been principally caused by the breach of this Agreement by the Buyer nor any of its Affiliates and conditions that, by their nature, are to be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or
(c) if the Separation Agreement, in a form acceptable to the Company in its sole discretion, is not executed at the Closing.
Termination by Seller. This Agreement may be terminated by Seller, by written notice to Buyer, in the event of a material breach of any representation or warranty of Buyer hereunder, or in the event Buyer fails to perform any material covenant or obligation required to be performed by it hereunder and such failure remains uncured for ten (10) days following such written notice.
Termination by Seller. The Seller shall be entitled to terminate this Agreement if You breach this Agreement by providing a notice of immediate termination. No obligations of the Seller under this Agreement shall survive on such termination by the Seller.
Termination by Seller. This Agreement may be terminated by Seller and the purchase and sale of the Station abandoned, if Seller is not then in material default, upon written notice to Buyer, upon the occurrence of any of the following:
Termination by Seller. Seller may terminate this Agreement by giving --------------------- written notice to Buyer at any time prior to the Closing, (i) in the event Buyer has breached any representation, warranty or covenant contained in this Agreement in any material respect or (ii) if the Closing shall not have occurred on or before June 30, 1999 (the "Expiration Date"), by reason of the failure of any condition --------------- precedent under Section 8 above.; and
Termination by Seller. Seller may terminate the Order only for non-payment of the Purchase Price for Products which are thirty or more days past due and material in amount, and then only if:
(i) Seller first provides Buyer with written notice specifying the amounts past due, and (ii) Buyer, within 60 days of such notice, does not do any of the following: (x) pay the past due amounts; or (y) notify Seller that the amounts claimed to be unpaid are disputed by Buyer. Seller shall terminate under this Section 15.3 by delivering a Termination Notice to Buyer. Seller may not terminate or cancel the Order for any reason except as permitted under this Section.
Termination by Seller. Seller may, without liability to Seller, terminate this Agreement by notice to Buyer (i) at any time prior to the Closing if material default shall be made by Buyer in the observance or in the due and timely performance of any of the terms hereof to be performed by Buyer that cannot be cured at or prior to the Closing, (ii) on the Closing Date if any of the conditions in Section 7.1 or Section 7.3 are not previously satisfied, or (iii) on the Drop Dead Date, if the Closing has not yet been consummated.
Termination by Seller. This Agreement may be terminated by Seller by written notice of Seller to Buyer:
(a) at any time prior to the Closing, if (i) Seller has not breached any of the terms of Section 6.2, (ii) Seller has complied with the terms of the second paragraph of Section 6.2(c) and, following the five Business Day period contemplated thereby and after consideration of any change to this Agreement proposed in negotiations with Buyer and during such period, the Seller Board authorizes Seller, subject to complying with the terms of this Agreement, to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal and (iii) Seller, simultaneous with such termination, pays to Buyer in immediately available funds any fees required to be paid pursuant to Section 8.5; provided, that Seller agrees that it will not enter into the binding agreement referred to in clause (ii) above until at least the fourth Business Day after it has provided the notice to Buyer required by Section 6.2(c), if any, and in the event of any material change to the terms of such Superior Proposal, Seller will, in each case, have delivered to Buyer an additional notice as required by Section 6.2(c) and the notice period will have recommenced;
(b) if there has been a breach of any representation, warranty, covenant or agreement made by Buyer in this Agreement, or any such representation and warranty will have become untrue after the date of this Agreement, such that Section 7.3(a) or 7.3(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) 10 calendar days after written notice thereof is given by Seller to Buyer and (ii) the date that is three Business Days prior to the Termination Date; or
(c) if (i) all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing), (ii) Buyer fails to complete the Closing within two Business Days following the date the Closing would have occurred pursuant to this Agreement, and (iii) Seller has irrevocably confirmed in writing that (A) all of the conditions set forth in Section 7.1 and Section 7.3 have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) or will be waived by Seller and (B) it is prepared to consummate the Closing (it being understood and agreed that neither Buyer nor Seller may term...
Termination by Seller. This Agreement may be terminated prior to the Closing by Seller if any of the conditions provided for in Article 6 have not been met or waived by Seller in writing prior to the Closing.