Common use of Termination by Sellers Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Oakmont Acquisition Corp.), Asset Purchase Agreement (Oakmont Acquisition Corp.)

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Termination by Sellers. If (ia) 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 (iib) there has been a failure of satisfaction of a condition to the obligations of Sellers which has not been so waived, or (iiic) Buyer shall have attempted to terminate this Agreement under this Article 14 13 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) 13.2.3 hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zitel Corp)

Termination by Sellers. If (iA) there has been a material violation or breach by Buyer Purchaser of any of the material agreements, representations representations, or warranties contained in this Agreement which that has not been waived in writing by the Sellers, or (iiB) there has been a failure of satisfaction of a condition to the obligations of Sellers which in Article 5(b) hereof that 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 the Sellers may, by written notice to Buyer Purchaser at any time prior to the Closing that such violation, breach, failure failure, or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 14.2.(cArticle 8(b)(iii) hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monterey Gourmet Foods)

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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 Sellers has not been so waivedwaived in writing, (iii) by Sellers if the Title Commitment discloses defects to title, which, in Seller's reasonable estimation, would require an expenditure of more than $100,000 to cure; or (iiiiv) 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) 14.4 hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wec Co)

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