Termination by Seller or Buyer. At any time prior to Closing, this Agreement may be terminated by Seller or Buyer, if a United States federal or state court of competent jurisdiction or United States governmental authority shall have issued an order, decree or ruling or taken any other action (including the enactment of any statute, rule, regulation, decree or executive order) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement (the “Restraining Order”) and such Restraining Order shall have become final and non-appealable; provided, however, that (i) the factual basis for the Restraining Order shall not be or relate to the breach of any representation, warranty, covenant or agreement set forth in this Agreement by the party seeking to terminate the Agreement under this Section and (ii) the party seeking to terminate this Agreement pursuant to this Section shall have complied in all material respects with Section 6.2 and shall have used its commercially reasonable efforts to remove such injunction, order or decree.
Termination by Seller or Buyer. This Agreement, or any Service provided hereunder, as applicable, may be terminated by either Party (the “Terminating Party”) upon written notice to the other Party, if:
Termination by Seller or Buyer. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by Seller, Seller Parent, on one hand, or Buyer, on the other hand, upon written notice to the other parties if:
Termination by Seller or Buyer. This Agreement may be terminated by either the Seller or Buyer, by giving written notice of such termination to the other party, if the Closing shall not have occurred by March 14, 2002; provided that the terminating party is not then in material breach of its obligations under this Agreement.
Termination by Seller or Buyer. This Agreement may be terminated at any time prior to the Closing by Seller or by Buyer:
Termination by Seller or Buyer. This Agreement may be terminated and the transactions contemplated hereby may be abandoned (a) by either Seller or Buyer if the transactions contemplated by this Agreement shall not have been consummated by August 31, 2006 (the “Termination Date”), subject to the provisions of Section 2.4, or (b) by either Seller or Buyer if any Order described in Section 8.1(e) or Section 8.2(f) shall become final and non-appealable; provided, that the right to terminate this Agreement shall not be available to any Party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the transactions contemplated hereby to be consummated on or before the Termination Date.
Termination by Seller or Buyer. By Seller or Buyer if Buyer has not been able to obtain by September 30, 2003 a commitment from a financial institution for the financing of the transactions contemplated hereby acceptable to Buyer in Buyer's commercially reasonable judgment. Buyer and Seller agree that in the event the Closing contemplated by the Agreement has not occurred on or before September 30, 2003 due to Buyer not obtaining a commitment from a financial institution for the financing of this transaction, then Buyer may, at its sole option, deposit an additional Two Hundred Fifty Thousand Dollars ($250,000) with the Seller under the same terms and conditions set forth in the Exclusivity Agreement and Seller agrees to accept this additional deposit and extend the termination pursuant to this Section 8.1(d) until January 31, 2004. Buyer and Seller agree that in the event the Closing contemplated hereunder has not occurred on or before September 30, 2003 for any reason other the failure to obtain financing either may terminate this Agreement, so long as such terminating party is not in breach of this Agreement and such breach shall be the direct or indirect cause of the failure of the conditions to Closing to be satisfied. The parties hereto that, with respect to the applicability of the January 31, 2004 date above, time shall be of the essence.
Termination by Seller or Buyer. 36 15.1 Termination Not to Relieve Obligations............................. 37 15.2 Acceleration....................................................... 37
Termination by Seller or Buyer. Anything herein to the contrary notwithstanding, either party shall have the right (in addition to any other rights or remedies provided to such party under the Agreement or otherwise) to terminate the Agreement in its entirety, effective immediately upon notice to the other party, in the event that such other party defaults in any of its material obligations under Part III, and such default continues unremedied for a period of sixty (60) Days or, in the case of default by Seller in its obligation to deliver Maya, such default continues for a period of sixty (60) Days. It is expressly understood and agreed that neither party shall have the right to terminate the Agreement based upon default of the other party in any of its obligations under Parts II, V or VI, other than as expressly provided in any such Part.
Termination by Seller or Buyer. This Agreement, or any Service provided hereunder, as applicable, may be terminated by either Party (the “Terminating Party”) upon written notice to the other Party, if: (i) the other Party makes a general assignment for the benefit of creditors or becomes insolvent, or a receiver is appointed for, or a court approves reorganization or arrangement proceedings on, such Party; (ii) performance of this Agreement or any Service provided by the other Party hereunder has been rendered impossible for a period of at least sixty (60) days by reason of the occurrence of any Force Majeure Event, or if any other event occurs that is reasonably deemed to permanently prevent the performance of this Agreement or any Service provided hereunder; provided, however, that this Agreement may only be terminated under this Section 10.3(a)(ii) with respect to the affected Service; or (iii) required by any Governmental Authority, upon thirty (30) days’ notice or sooner if necessary; provided, however, that prior to any such notice of termination, the Parties mutually agree that this Agreement cannot be amended in a manner that will satisfy such Governmental Authority without materially changing the effect or intent of this Agreement. (b)
