Termination by Purchaser. This contract shall be terminated, upon election and written notice by Xxxxxxxxx, if Catastrophic Damage rate rede- termination under BT3.32 shows that the appraised weighted average Indicated Advertised Rate of all In- cluded Timber remaining immediately prior to the catas- trophe has been reduced through Catastrophic Damage by an amount equal to or more than the weighted aver- age Current Contract Rate. “Indicated Advertised Rates” are Forest Service esti- mates of fair market value of the timber.
Termination by Purchaser. This Agreement may be terminated by Purchaser at any time prior to the Effective Time:
Termination by Purchaser. Notwithstanding anything to the contrary herein, Purchaser shall have the right, in its sole and absolute discretion, at any time prior to its payment of the Purchase Price, to terminate this Agreement, in which event, this Agreement shall be terminated and no party shall have any further obligation to any other party.
Termination by Purchaser. The Purchaser may terminate its obligations under Article I of this Agreement by oral or written notice to the Company following the occurrence of one or more of the following:
Termination by Purchaser. This Agreement may be terminated and ------------------------ the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the Board of Directors of Purchaser, if (i) the Company shall have breached or failed to perform in any material respect any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company prior to such date of termination which breach or failure shall not have been cured prior to the earlier of (A) ten business days following the giving of written notice to the Company of such breach or failure and, if applicable, (B) the date on which the Offer is then scheduled to expire, or any representation or warranty of the Company set forth in this Agreement shall have been inaccurate or incomplete when made except for such failures to be complete or accurate that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the financial condition, properties, business or results of operations of the Company and its subsidiaries taken as a whole or could prevent or materially delay the transactions contemplated by this Agreement or impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of the Offer or the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted, (ii) the Board of Directors of the Company (or a special committee thereof) shall have amended, modified or withdrawn in a manner adverse to Purchaser or Merger Sub its approval or recommendation of the Offer, this Agreement or the Merger or the Board of Directors of the Company, upon request by Purchaser, shall have failed to publicly reaffirm such approval or recommendation within ten business days of such request by Purchaser, or shall have endorsed, approved or recommended any other Acquisition Proposal, or shall have resolved to do any of the foregoing, or (iii) the Company shall have entered into any agreement, letter of intent or agreement in principle with respect to any other Acquisition Proposal.
Termination by Purchaser. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, before or after approval of the holders of Common Stock, by action of the Board of Directors of Purchaser:
Termination by Purchaser. Purchaser may terminate this Agreement at any time prior to the Closing by written notice to the Shareholders’ Representative:
Termination by Purchaser. If there has been a material breach by the Sellers of any of their agreements, representations or warranties contained in this Agreement which has not been waived in writing by Purchaser, then Purchaser may, by written notice to Sellers 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) hereof.
Termination by Purchaser. If any condition set forth herein cannot or will not be satisfied prior to Closing, or upon the occurrence of any other event that would entitle the Purchaser to terminate this Agreement and its obligations hereunder, the Purchaser, at its option, may elect either (a) to terminate this Agreement and all other rights and obligations of the Seller and the Purchaser hereunder shall terminate immediately and the Deposit shall be returned to the Purchaser or (b) to waive its right to terminate and to proceed to Closing. If the Purchaser terminates this Agreement as a consequence of a material misrepresentation or breach of a warranty or covenant by the Seller, or a failure by the Seller to perform its obligations hereunder, the Purchaser shall have all remedies available hereunder or at law or in equity, including but not limited to the right to specific performance of this Agreement.
Termination by Purchaser. This Agreement may be terminated and the Transaction may be abandoned at any time prior to the Closing by Purchaser if there has been a breach of any representation, warranty, covenant or agreement made by Seller in this Agreement, or any such representation and warranty shall have become untrue after the date hereof, such that Section 5.2(a) or 5.2(b) would not be satisfied and such breach or condition is not curable.
