Termination by Sellers. This Agreement may be terminated at any time prior to the Closing by Sellers and the purchase and sale of the Purchased Interests abandoned, upon written notice to Buyer, upon the occurrence of any of the following:
Termination by Sellers. If there has been a material breach by Purchaser of any of its agreements, representations or warranties contained in this Agreement which has not been waived in writing by the Sellers, then the Sellers may, by written notice to Purchaser at any time prior to the Closing that such breach is continuing, terminate this Agreement with the effect set forth in Section 9.1(b)(iii).
Termination by Sellers. This Agreement may be terminated by Sellers, if Sellers are not then in material default, upon written notice to Buyers, upon the occurrence of any of the following:
Termination by Sellers. This Agreement may be terminated at any time prior to the Closing by any of the Sellers, provided that this Agreement can be terminated only with respect to the terminating Seller and with no effect on other Sellers, if:
(a) the Closing shall not have occurred upon the Long Stop Date, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by them prior to the Closing;
(b) Seller is not then in material breach of any provision of this Agreement and there has been a material breach of any representation, warranty, covenant or agreement made by Purchaser in any material respects in this Agreement, such that the conditions set forth in Sections 9.2 would not then be satisfied, and such breach or condition cannot be cured by the Long Stop Date, or if capable of being cured, shall not have been cured prior to the earlier of (i) thirty (30) days following receipt by Purchaser of written notice of such breach or failure to perform from Sellers stating Sellers’ intention to terminate this Agreement pursuant to this Section 12.2(a) and the basis for such termination (or, if earlier, the Long Stop Date) and (ii) the date that is five (5) business days prior to the Long Stop Date; or
(c) any Governmental Authority of competent jurisdiction shall have issued a Governmental Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereunder, and such Governmental Order has become final and non-appealable.
Termination by Sellers. The Sellers may terminate this Agreement with respect to the Buyer (as between the Buyer and each Seller) if the Buyer has failed to consummate the transactions contemplated hereby upon satisfaction of the conditions set forth in Sections 5.1 and 5.2, without any further liability on the part of the Sellers, on or after the End Date; provided that no Seller is in material breach of its obligations hereunder.
Termination by Sellers. This Agreement may be terminated by Sellers and the purchase and sale of the Station abandoned, if Sellers are not then in material default, upon written notice to Buyer, upon the occurrence of any of the following:
Termination by Sellers. Sellers may, in their sole discretion, terminate this Agreement and all obligations of both Buyers and Sellers hereunder, if funding for the amounts due Sellers hereunder is not received by Sellers or their designees by 5:00 p.m. (E.S.T.) Friday, June 17, 2005.
Termination by Sellers. (a) If (i) all of Purchaser’s conditions to Closing set forth in Section 9.2 (except for such conditions which by their terms were intended to be satisfied at the Closing) were satisfied prior to the Outside Date and (ii) the transactions contemplated by this Agreement are not consummated on or before the Outside Date because of: (a) the failure of Purchaser to materially perform any of its obligations hereunder, or (b) the failure of any of Purchaser’s representations or warranties hereunder to be true and correct in all material respects as of the date hereof, then, in such event, Sellers, as their sole and exclusive remedy shall have the right to terminate this Agreement in which event the Escrow Agent shall, and Purchaser shall cause the Escrow Agent to, pay the Deposit plus all interest and earnings accrued thereon to Sellers free of any claims by Purchaser thereto. If this Agreement is terminated for any reason not set forth in the preceding sentence, then Purchaser shall be entitled to the return of the Deposit and all interest and earnings accrued thereon, free of any claims by Sellers with respect thereto.
(b) The Parties acknowledge and agree that, as of the date hereof: (i) the anticipated damages in case of such termination were difficult to ascertain; (ii) the Parties mutually intended to liquidate the damages in advance; (iii) the amount of such liquidated damages are a reasonable estimate of the potential actual damages any Breach would cause; and (iv) such liquidated damages are not so disproportionate to any possible loss as to constitute a penalty. Except as otherwise provided in this Section 11.2 and except for claims of fraud and willful misconduct, Sellers, jointly and severally, hereby irrevocably disclaim, waive and release any and all claims against Purchaser and all of its Affiliates arising in connection with or related to this Agreement and any of the transactions contemplated hereby upon any termination of this Agreement.
Termination by Sellers. If (i) there has been a material violation or breach by Buyer of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Sellers, or (ii) there has been a failure of satisfaction of a condition to the obligations of Sellers which has not been so waived, or (iii) Buyer shall have attempted to terminate this Agreement under this Article 14 or otherwise without grounds to do so, then Sellers may, by written notice to Buyer at any time prior to the Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 14.2.(c) hereof.
Termination by Sellers. If Sellers disapprove any of the conditions set forth in Section 5.4 above, then Escrow and this Agreement shall automatically terminate upon receipt by Buyer and Escrow Holder of Sellers’ written notice of disapproval thereof at any time prior to the Closing; provided, however, that if there is a failure of (a) any of the conditions set forth in Sections 5.4.5 or 5.4.6 or (b) any of the conditions set forth in Sections 5.4.2, 5.4.3, or 5.4.4 that results from a breach or a default by Buyer or any Affiliate of Buyer of its respective obligations under this Agreement or under any Related Purchase Agreement, then in any such event in lieu of terminating this Agreement and Escrow pursuant to this Section 7.1.2, Sellers shall be entitled to exercise their remedies pursuant to Section 7.2 below. In addition, without limiting the foregoing, the parties acknowledge and agree that the occurrence of any event of the type described in Section 5.4.1(a) or in the second sentence of Section 5.4.4 above that results in the failure of the conditions set forth therein shall also constitute and be deemed a default by Buyer under this Agreement entitling Sellers to exercise their remedies pursuant to Section 7.2 below.
