Termination by Purchaser Sample Clauses

Termination by Purchaser. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval by the stockholders of the Company, by action of the Board of Directors of the Purchaser, if (a) the Board of Directors of the Company and the Special Committee shall have withdrawn or modified in a manner materially adverse to the Purchaser its approval or recommendation of this Agreement or the Merger, or (b) there has been a breach by the Company of any representation or warranty contained in this Agreement which would have or would be reasonably likely to have a Company Material Adverse Effect, or (c) there has been a material breach of any of the covenants or agreements set forth in this Agreement on the part of the Company, which breach is not curable or, if curable, is not cured within 30 days after written notice of such breach is given by the Purchaser to the Company; provided, however, that the existence of any facts, conditions or circumstances that the Purchaser, in light of its ownership of Company Common Stock and representation on the Board of Directors of the Company, knew as of the date hereof shall not be a basis for or give rise to any right of Purchaser to terminate this Agreement pursuant to (b) above due to a breach of a representation or warranty of the Company. 7.6
Termination by Purchaser. This Agreement may be terminated and the Merger 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: (a) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company at or prior to such date of termination; or (b) the Board of Directors of the Company or the Independent Directors shall have withdrawn or modified in a manner adverse to Purchaser its approval or recommendation of the Offer, this Agreement or the Merger or the Board of Directors of the Company or the Independent Directors, upon request by Purchaser, shall fail to reaffirm such approval or recommendation, or shall have resolved to do any of the foregoing.
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. 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. If any of the conditions set forth in Section 6.1 have not been fulfilled or waived at or prior to the Closing Date or any obligation or covenant of Vendors or Corporation to be performed at or prior to Closing has not been observed or performed by such time, Purchaser may terminate this Agreement by notice in writing to Vendors and the Corporation, and in such event Purchaser and Parent shall be released from all obligations save and except for obligations under Sections 10.3 (Brokers), 10.4 (Announcements) and 10.6 (Expenses) which shall survive. Vendors and Corporation shall only be released from their obligations if the condition or conditions for the non-performance of which Purchaser has terminated this Agreement are not reasonably capable of being performed or caused to be performed by Vendors or the Corporation. If Purchaser waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part. Purchaser's right of termination under this Article 6 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. Except as otherwise provided herein, nothing in Article 6 shall limit or affect any other rights or causes of action Purchaser or Parent may have with respect to the representations, warranties, covenants and indemnities in its favour contained in this Agreement.
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 material condition set forth in this Agreement cannot or will not be satisfied immediately prior to Closing, and the Seller fails to satisfy such condition within ten (10) days after notice thereof from the Purchaser, the Seller defaults in performing any of its material obligations under this Agreement (including its obligation to sell the Property), and the Seller fails to cure any such default within ten (10) days after notice thereof from the Purchaser (except for Seller’s obligation to sell the Property at the Closing in which case no notice to cure period shall apply), 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, shall elect either (a) to terminate this Agreement and receive a reimbursement from Seller for Purchaser’s actual out-of-pocket costs (including, without limitation, reasonable attorney fees) incurred for due diligence and activities relating to the enforcement of Purchaser’s rights under this Agreement from the Agreement Date through the date on which it receives payment in full from Seller, and all other rights and obligations of the Seller and the Purchaser hereunder shall terminate immediately, or (b) to waive its right to terminate and, instead, to proceed to Closing, or (c) to seek specific performance of the consummation of the transaction contemplated herein.