Buyer’s Right to Terminate Sample Clauses

Buyer’s Right to Terminate. In the event of a material breach hereunder by Seller prior to the Closing Date of any Seller agreement, covenant, representation, or warranty hereunder, and the continuation of such breach without cure for a period of thirty (30) consecutive days following the date on which Buyer shall have given to Seller written notice of such breach, then Buyer may in its discretion, by giving written notice of termination to Seller, so long as Buyer is not then in material breach hereunder, terminate this Agreement without cost, penalty, or liability on Buyer’s part of any kind and without releasing Seller from any liability for such Seller breach, and Buyer shall be entitled to all legal and equitable relief that Buyer may have available against Seller. The rights conferred by the foregoing sentence shall not be exercised unless Buyer has given Seller thirty (30) days written notice of the specific nature of such breach and Seller has failed to correct such breach within that period. Furthermore, in the event of a breach or threatened breach by Seller of this Agreement prior to the Closing Date, Buyer shall be entitled to specific performance of this Agreement, without any requirement for Buyer to post bond or provide any other security, such requirement, if any, being hereby waived by Seller. Finally, if Seller shall (i) file with respect to Seller or consent by answer or otherwise to the filing against Seller of a petition for relief or reorganization or any other petition under the bankruptcy or insolvency law of any jurisdiction, (ii) make an assignment for the benefit of Seller’s creditors or fail generally to pay Seller’s debts as they mature, (iii) consent to the appointment of a custodian, receiver, trustee, or other officer with similar powers with respect to Seller or any substantial part of Seller’s property, (iv) be dissolved or be adjudicated bankrupt or insolvent, or (v) take corporate action for the purpose of any of the foregoing or if a Governmental Body shall enter an order appointing, without consent by Seller, a custodian, receiver, trustee, or other officer with similar powers with respect to Seller or any substantial part of Seller’s property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction with respect to Seller or any substantial part of Seller’s property, or ordering the dissolution, winding up, or liqu...

Buyer’s Right to Terminate. Buyer shall have the right to terminate this Contract for any reason or no reason, by delivering to Seller written notice of termination (the “Termination Notice”) during the Due Diligence Period (or any agreed-upon written extension of the Due Diligence Period),

Buyer’s Right to Terminate. If Buyer determines, in its sole and absolute discretion, that any of the aforementioned conditions have not been met, Buyer shall have the right to terminate this Agreement at any time prior to the Closing upon written notice to Seller.

Buyer’s Right to Terminate. Buyer may terminate this Contract for any reason by notifying Seller before the end of the Inspection Period.

Buyer’s Right to Terminate the Agreement. If, at or prior to the ---------------------------------------- expiration of the Due Diligence Period, Buyer: (a) delivers written notice to Seller of Buyer's election to proceed to Closing and, if applicable, causes the letter of credit described in Section 3.1 above to be converted to cash by wire ----------- transfer of US funds; or (b) delivers written notice to Seller of Buyer's election to take the Extended Due Diligence Period and has deposited into escrow with the Escrow Agent the Non-Refundable Deposit, then this Agreement shall remain in full force and effect. However, if during the Due Diligence Period or the Extended Due Diligence Period Buyer determines, in Buyer's sole and absolute discretion that Buyer does not elect to proceed to Closing and Buyer delivers either written notice of the same to Seller at or prior to the expiration of the Due Diligence Period, or the Extended Due Diligence Period or fails to timely deliver to Seller items (a) or (b) described in the preceding sentence of this Section at the end of the Due Diligence Period, or at the end of the Extended Due Diligence Period, fails to deliver to Seller the identical items set forth in (a) above, then this Agreement shall terminate, the Deposit shall be returned to Buyer, and in the event of the Extended Due Diligence Period, the Non-Refundable Deposit shall immediately be released to Seller and thereafter Seller and Buyer shall have no further obligations or liabilities one to the other hereunder except for any indemnity or liability of Buyer pursuant to Section 5 hereof and other obligations which this Agreement shall state --------- expressly survive termination hereof.

Buyer’s Right to Terminate. In the alternative, Buyer shall have the right, in its sole discretion, on or before the Approval Date (if the Objection Notice has not been given) or the Objection Deadline (if the Objection Notice has been given), to terminate its obligation to purchase the Property by giving Seller written notice of termination (the "Termination Notice"). If the Termination Notice is timely given by Buyer to Seller and Title Company, the Title Company shall promptly return the Deposit to Buyer and neither party shall have any further obligations or liability hereunder except as expressly set forth in this Agreement, including without limitation Sections 6.2 and 24 hereof. In the event that Buyer does not tender to Seller the Objection Notice or the Termination Notice prior to the Approval Date or the Objection Deadline, as applicable: (a) the Deposit shall be non-refundable; and

Buyer’s Right to Terminate. If any such Title Objection is not so cured on or before the Title Cure Deadline, then Buyer may Terminate this Agreement by notice to Seller within five (5) Business Days after the Title Cure Deadline. Failure of Buyer to respond within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

Buyer’s Right to Terminate. Buyer shall have the right, by providing Seller with thirty (30) days' prior written notice, to terminate this Agreement upon the occurrence of any of the following events, any one of which shall be considered a "Seller Default": (a) Seller discontinues the Modems; (b) Seller is adjudged bankrupt; (c) Seller files a voluntary petition in bankruptcy or liquidation or for the appointment of a receiver; (d) Filing of an involuntary petition to have Seller declared bankrupt, or subject to receivership, provided that such petition is not vacated or set aside within ninety (90) days from the date of filing; (e) The execution by Seller of any assignment for the benefit of creditors; or (f) Seller breaches any material provision of this Agreement and fails to cure such material breach within thirty (30) days from receipt of written notice describing the breach. (g) Seller, after receiving written notice from Buyer, fails to make product deliveries as provided in this Agreement, unless such failure is cured within thirty (30) days of Seller receiving such written notice from Buyer.

Buyer’s Right to Terminate. If Seller fails to Remove any Title Objection (other than Required Removal Items) prior to Closing that it has agreed to remove pursuant to subsection (A) above, then Buyer shall be able to Terminate this Agreement by written notice to Seller on or prior to the Closing Date and thereafter the parties shall have no further rights or obligations hereunder except for those which expressly survive any such termination.