Termination by Sellers Sample Clauses
The 'Termination by Sellers' clause grants the sellers the explicit right to end the agreement under certain specified conditions. Typically, this clause outlines the circumstances under which sellers may exercise this right, such as the buyer's failure to meet payment obligations, breach of contract terms, or the occurrence of specific events like insolvency. By clearly defining when and how sellers can terminate the contract, this clause provides sellers with a mechanism to protect their interests and exit the agreement if the buyer does not fulfill their responsibilities, thereby managing risk and ensuring contractual clarity.
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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 at any time prior to the Closing Date by Sellers as follows:
(a) if there has been a material breach by Purchaser of any of its representations, warranties, covenants or agreements contained herein (provided such breach would give rise to the failure of any of the conditions set forth in Section 4.2 to be satisfied), and the failure of Purchaser to cure such breach by the earlier of (i) the Outside Date and (ii) the date that is ten (10) days following its receipt of the Seller Termination Notice; provided, however, that (1) no Seller is in breach of any of its representations, warranties, covenants or agreements contained here, (2) the Sellers notify Purchaser in writing (the “Seller Termination Notice”) of Sellers intention to exercise its rights under this Section 14.3(a) as a result of such breach, and (3) Sellers specify in the Seller Termination Notice the representation, warranty, covenant or agreement contained herein of which Purchaser is allegedly in breach. For the avoidance of doubt, except as set forth in Section 4.3(e) and Section 4.3(f), the failure to satisfy or waive any condition precedent of Purchaser specified in Section 4.3 shall not be considered a material breach by Purchaser of any of its representations, warranties, covenants or agreements contained herein;
(b) if any condition precedent of Sellers specified in Section 4.2 shall not have been satisfied or waived and shall have become impossible to satisfy, unless the failure of such condition to have been satisfied was caused primarily by a material breach by Sellers;
(c) if the Sale Order is not entered by the Bankruptcy Court by September 26, 2019; or
(d) if the Closing Date shall not have occurred on or before 5:00 p.m. Pacific time on the Outside Date, but only to the extent the Closing has not occurred as of the Outside Date for reasons other than Sellers’ failure to meet its obligations hereunder, including without limitation using all diligent and commercially reasonable efforts to obtain approval of the Sale Order by the dates set forth herein.
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 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. 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. 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. 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 Seller, on or after the End Date; provided that no Seller is in material breach of its obligations hereunder.
Termination by Sellers. The Sellers may terminate this agreement at any time before Completion:
(a) in accordance with clause 2.5 or clause 6.9; or
(b) by notice to the Buyer if there is a breach by the Buyer of the Buyer Warranty set out in paragraph 1.4 of Schedule 9, but is not entitled to terminate or rescind this agreement for any other reason (including if there is a breach of any other Buyer Warranty before Completion).
Termination by Sellers. This Agreement may be terminated and the consummation of the transactions contemplated by this Agreement may be abandoned by the Sellers:
(a) at any time prior to the Closing if there has been a breach by the Buyer of any representation, warranty, covenant or any other obligation set forth in this Agreement which has prevented or would prevent the satisfaction of any condition to the obligations of the Sellers at the Closing, and (i) such breach has not been waived by the Sellers; (ii) the Sellers have provided written notice to the Buyer of such breach; and (iii) such breach is not curable or the Buyer has not cured (if curable) such breach within thirty (30) calendar days after receiving written notice thereof from the Sellers; provided, that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 9.3 if the Sellers are then in material breach of any of its representations, warranties, covenants or other agreements hereunder such that it would give rise to the failure of a condition set forth in Section 7.1 and Section 7.2;
(b) after the fifth (5th) Business Day following the date on which the Closing should have occurred pursuant to Section 2.2, if (i) all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), (ii) the Buyer fails to consummate the transactions contemplated by this Agreement within five (5) Business Days following the date on which the Closing should have occurred pursuant to Section 2.2 and (iii) the Sellers stood ready and willing to consummate the transactions contemplated by this Agreement on such date and through the end of such five (5) Business Day period; or 50
(c) at any time following the date that is forty (40) days after the date hereof but prior to the Closing if (i) the Buyer has not obtained the Buyer Shareholders Approval and delivered to the Sellers evidence of the Buyer Shareholders Approval or (ii) any of the conditions to the Buyer Board Approval have not been satisfied.